Statutory Requirements; Litigation. In a manner satisfactory to Perma-Fix, (i) all statutory requirements for the valid consummation by Chem-Con, the Xxxxxxxx Trusts and the Sullivans of the transactions contemplated by this Agreement shall have been fulfilled; all authorizations, consents and approvals of all Governmental Authorities required to be obtained in order to permit consummation by Chem- Con, the Xxxxxxxx Trusts and the Sullivans of the transactions contemplated by this Agreement and to permit the business presently conducted by Chem-Con to continue unimpaired immediately following the Closing shall have been obtained; and, (ii) all applications for permits shall have been approved by the appropriate Governmental Authorities and all authorizations and approvals relating to all permits and licenses held by Chem-Con shall have been obtained from the appropriate Governmental Authorities under any and all of the Environmental Laws as a result of the change in ownership of Chem-Con, pursuant to the terms of this Agreement, with such permits, approvals and authorizations to be in form and substance satisfactory to Perma-Fix, so that Chem-Con is permitted to continue unimpaired immediately following the Closing Date the same business operations that Chem-Con carried on as of the date of this Agreement and the Closing Date. Between the date of this Agreement and the Closing, no Governmental Authority, whether federal, state or local, shall have instituted (or threatened to institute either orally or in a writing directed to any of Chem-Con, the Sullivans and/or the Xxxxxxxx Trusts or any of their subsidiaries) an investigation which is pending on the Closing relating to this Agreement and the transactions contemplated hereby, and between the date of this Agreement and the Closing no action or proceeding shall have been instituted or, to the knowledge of Perma-Fix, shall have been threatened before a court or other governmental body or by any public authority to restrain or prohibit the transactions contemplated by this Agreement or to obtain damages in respect thereof.
Statutory Requirements; Litigation. All statutory requirements for the valid consummation by Buyer of the transactions contemplated by this Agreement shall have been fulfilled. Between the date of this Agreement and the Closing Date no action or proceeding shall have been instituted or shall have been threatened before a court or other governmental body or by any public authority to restrain or prohibit the transaction contemplated by this Agreement or to obtain damages in respect thereof.
Statutory Requirements; Litigation. All statutory requirements for the valid consummation of the transactions contemplated herein shall have been fulfilled and all necessary governmental consents, approvals or authorizations shall have been obtained, and there shall not be any actual or threatened litigation (including any investigation by any Governmental Authority) to restrain or invalidate the transactions contemplated herein, the defense of which would, in the judgment of the Purchaser, made in good faith and based upon the advice of counsel, involve expense or lapse of time that would be materially adverse to the interests of the Purchaser.
Statutory Requirements; Litigation. All statutory requirements for the valid consummation of the transactions contemplated herein shall have been fulfilled and all necessary governmental consents, approvals or authorizations shall have been obtained and there shall not be any actual or threatened litigation (including any investigation by any Governmental Authority) to restrain or invalidate the transactions contemplated herein, the defense of which would, in the judgment of the Sellers, made in good faith and based upon
Statutory Requirements; Litigation. All statutory requirements ---------------------------------- for the valid consummation by VJET and Airways of the transactions contemplated by Agreement and the Plan of Merger shall have been fulfilled; all authorizations, consents and approvals of all federal, state or local governmental agencies and authorities required to be obtained in order to permit con summation by VJET and Airways of the transactions contemplated by this Agreement and the Plan of Merger and to permit the business presently carried on by Airways and its Subsidiaries to continue unimpaired immediately following the Effective Date of the Merger shall have been obtained; the FAA and DOT shall have approved the transaction in such a manner that Airways and its Subsidiaries shall not after the Merger become subject to any restrictions currently applicable to VJET or its Subsidiaries or subject to any restrictions not currently applicable to Airways and its Subsidiaries; between the date of this Agreement and the Effective Date of the Merger, no governmental agency, whether federal, state or local, shall have instituted (or threatened to institute either orally or in a writing directed to Airways, any of its Subsidiaries, VJET or any of its Subsidiaries) an investigation which is pending on the Effective Date of the Merger relating to the Merger and between the date of this Agreement and the Effective Date of the Merger no action or proceeding shall have been instituted or, to the knowledge of VJET, shall have been threatened before a court or other governmental body or by any public authority to restrain or prohibit the transaction contemplated by this Agreement or the Plan of Merger or to obtain damages in respect thereof.
Statutory Requirements; Litigation. In a manner satisfactory to Buyer, all authorizations, consents and approvals of all Governmental Authorities required to be obtained in order to permit consummation by Seller of the transactions contemplated by this Agreement and to permit the business presently conducted by Seller to continue unimpaired immediately following the Closing shall have been obtained. Between the date of this Agreement and the Closing, no Governmental Authority, whether federal, state or local, shall have instituted (or threatened to institute either orally or in a writing directed to Seller or Seller's Affiliates) an investigation which is pending on the Closing relating to this Agreement and the transactions contemplated hereby, and between the date of this Agreement and the Closing no action or proceeding shall have been instituted or, to the knowledge of Seller, shall have been threatened before a court or other governmental body or by any public authority to restrain or prohibit the transactions contemplated by this Agreement or to obtain damages in respect thereof;
Statutory Requirements; Litigation. . . .40 9.1.9 Opinion of Counsel of Chem-Met, the Sullivans and the Xxxxxxxx Trusts . . . . . . . . . . . .40 9.1.10 Due Diligence . . . . . . . . . . . . . . . . .41 9.1.11 Environmental Audit . . . . . . . . . . . . . .41 9.1.12 Stock Certificates. . . . . . . . . . . . . . .41 9.1.13 Permits . . . . . . . . . . . . . . . . . . . .41 9.1.14 No Liens on Assets. . . . . . . . . . . . . . .41 9.1.15 Listing of Perma-Fix Common Stock . . . . . . .41 9.1.16 Minute Books and Stock Ledgers. . . . . . . . .41 9.1.17 Financial Statements. . . . . . . . . . . . . .42 9.1.18 Title Policies and Surveys. . . . . . . . . . .42 9.1.19
Statutory Requirements; Litigation. . . . . 46 9.1.9 Opinion of Counsel of Chem-Con, the Sullivans and the Xxxxxxxx Trusts . . . . . . . . . . . . . . 47 9.1.10
Statutory Requirements; Litigation. . . .43 9.1.9 Opinion of Counsel of Chem-Met, the Sullivans and the Sullivan Trusts. . . . . . . . 44 9.1.10
Statutory Requirements; Litigation. All statutory requirements for the valid consummation by MGC and LJ. Net of the transactions contemplated by this Agreement shall have been fulfilled; all authorizations, consents and approvals of all federal, state or local governmental agencies and authorities required to be obtained in order to permit consummation by MGC and LJ. Net of the transactions contemplated by this Agreement and to permit the business presently carried on by LJ. Net to continue unimpaired immediately following the Effective Date of the Merger shall have been obtained; between the date of this Agreement and the Effective Date of the Merger, no governmental agency, whether federal, state or local, shall have instituted (or threatened to institute either orally or in a writing directed to LJ. Net or MGC) an investigation which is pending on the Effective Date of the Merger relating to the Merger and between the date of this Agreement and the Effective Date of the Merger no action or proceeding shall have been instituted or, to the knowledge of MGC, shall have been threatened before a court or other governmental body or by any public authority to restrain or prohibit the transaction contemplated by this Agreement or to obtain damages in respect thereof.
