Common use of Compliance with Applicable Laws; Permits Clause in Contracts

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same.

Appears in 3 contracts

Samples: Convertible Notes Purchase Agreement, Convertible Notes Purchase Agreement (Ctrip Com International LTD), Convertible Notes Purchase Agreement (MakeMyTrip LTD)

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Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March December 31, 2015 2014 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March December 31, 2015 2014 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect. Except as disclosed in the Company SEC Documents, as As of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same.

Appears in 3 contracts

Samples: Convertible Note Purchase Agreement (Ctrip Com International LTD), Convertible Note Purchase Agreement (Priceline Group Inc.), Convertible Note Purchase Agreement (Priceline Group Inc.)

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March December 31, 2015 2013 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March December 31, 2015 2013 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect. Except as disclosed in the Company SEC Documents, as As of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Priceline Group Inc.)

Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March December 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March December 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect. Except as disclosed in the Company SEC Documents, as As of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Priceline Group Inc.)

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Compliance with Applicable Laws; Permits. (i) Each of the Company and each of its Covered Significant Subsidiaries (A) is, and has at all times since March December 31, 2015 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since March December 31, 2015 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Significant Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not have a Company Material Adverse Effect. Except as would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this AgreementEffect, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Significant Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Bitauto Holdings LTD)

Compliance with Applicable Laws; Permits. (a) Each Acquired Company (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since March 31January 1, 2015 2012 through the date hereof been, in compliance with applicable Laws Applicable Laws; and (Bii) to the knowledge Knowledge of the Company, since March 31January 1, 2015 2012 through the date hereof, hereof has not received notice from any Governmental Authority alleging that the any Acquired Company or any of its Covered Subsidiaries is in violation of any applicable Applicable Law, except, in the case of each of clauses (Ai) and (Bii), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC DocumentsEffect. Except as disclosed in the Company SEC Documents, as As of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the any Acquired Company or any of its Covered Subsidiaries is pending or, to the knowledge Knowledge of the Company, threatened, nor, to the knowledge Knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Priceline Group Inc.)

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