Common use of Compliance with Law; Permits Clause in Contracts

Compliance with Law; Permits. (a) The Company and each of its Subsidiaries hold all material permits, licenses, exemptions, consents, certificates, authorizations, registrations, and other approvals from Governmental Entities required to operate their respective businesses as it is being conducted as of the Agreement Date (collectively, the “Permits”) and all of such Permits are in full force and effect, except where the failure to obtain or have any such Permit would, individually, or in the aggregate not reasonably be expected to have a Company Material Adverse Effect; and no proceeding is pending or, to the knowledge of the Company, threatened to revoke, suspend, cancel, terminate or adversely modify any such Permit. Neither the Company nor any of its Subsidiaries is in violation of, or in default under, any Law, in each case, applicable to the Company or any of its Subsidiaries or any of their respective assets and properties. Notwithstanding the foregoing, this Section 4.11 shall not apply to employee benefit plans, Taxes, environmental matters, labor and employment matters, or regulatory matters, which are the subject exclusively of the representations and warranties in Section 4.9, Section 4.13, Section 4.15, Section 4.16 and Section 4.18, respectively.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (COV Delaware Corp), Agreement and Plan of Merger (Ev3 Inc.), Agreement and Plan of Merger (Covidien PLC)

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Compliance with Law; Permits. (a) The Company Trooper and each of its Subsidiaries hold all material permits, licenses, exemptions, consents, certificates, authorizations, registrations, registrations and other approvals from Governmental Entities Bodies required to operate their respective businesses as it is being conducted as of the Agreement Date date hereof (collectively, the “Permits”) ), and all of such Permits are in full force and effect, except where the failure to obtain or have any such Permit would, individually, individually or in the aggregate aggregate, not reasonably be expected to have a Company Trooper Material Adverse Effect; , and no proceeding is pending or, to the knowledge of the CompanyTrooper, threatened to revoke, suspend, cancel, terminate or adversely modify any such Permit. Neither the Company Trooper nor any of its Subsidiaries is in material violation of, or in default under, any Law, in each case, case applicable to the Company Trooper or any of its Subsidiaries or any of their respective assets and properties. Notwithstanding the foregoing, this Section 4.11 4.17 shall not apply to Taxes, employee benefit plans, Taxes, environmental matters, labor and employment matters, matters or regulatory matters, which are the subject subjects exclusively of the representations and warranties in Section 4.94.11, Section 4.134.16, Section 4.15, Section 4.16 and Section 4.18, Section 4.19 and Section 4.20, respectively.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tornier N.V.), Agreement and Plan of Merger (Wright Medical Group Inc)

Compliance with Law; Permits. (a) The Company Ranger and each of its Subsidiaries hold all material permits, licenses, exemptions, consents, certificates, authorizations, registrations, registrations and other approvals from Governmental Entities Bodies required to operate their respective businesses as it is they are being conducted as of the Agreement Date date hereof (collectively, the “Permits”) ), and all of such Permits are in full force and effect, except where the failure to obtain or have any such Permit would, individually, individually or in the aggregate aggregate, not reasonably be expected to have a Company Ranger Material Adverse Effect; , and no proceeding is pending or, to the knowledge of the CompanyRanger, threatened to revoke, suspend, cancel, terminate or adversely modify any such Permit. Neither the Company Ranger nor any of its Subsidiaries is in material violation of, or in default under, any Law, in each case, case applicable to the Company Ranger or any of its Subsidiaries or any of their respective assets and properties. Notwithstanding the foregoing, this Section 4.11 3.17 shall not apply to Taxes, employee benefit plans, Taxes, environmental matters, labor and employment matters, matters or regulatory matters, which are the subject subjects exclusively of the representations and warranties in Section 4.93.11, Section 4.133.16, Section 4.153.18, Section 4.16 3.19 and Section 4.183.20, respectively.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wright Medical Group Inc), Agreement and Plan of Merger (Tornier N.V.)

Compliance with Law; Permits. (a) The Company Visor and each of its Subsidiaries hold all material permits, licenses, exemptions, consents, certificates, authorizations, registrations, registrations and other approvals from Governmental Entities Bodies required to operate their respective businesses as it is being conducted as of the Agreement Date date hereof (collectively, the “Permits”) ), and all of such Permits are in full force and effect, except where the failure to obtain or have any such Permit would, individually, individually or in the aggregate aggregate, not reasonably be expected to have a Company Visor Material Adverse Effect; , and no proceeding is pending or, to the knowledge of the CompanyVisor’s Knowledge, threatened to revoke, suspend, cancel, terminate or adversely modify any such Permit. Neither the Company Visor nor any of its Subsidiaries is in material violation of, or in default under, any Law, in each case, case applicable to the Company Visor or any of its Subsidiaries or any of their respective assets and properties. Notwithstanding the foregoing, this Section 4.11 4.17 shall not apply to Taxes, employee benefit plans, Taxes, environmental matters, labor and employment matters, matters or regulatory matters, which are the subject subjects exclusively of the representations and warranties in Section 4.94.11, Section 4.134.16, Section 4.15, Section 4.16 and Section 4.18, Section 4.19 and Section 4.20, respectively.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vision Sciences Inc /De/), Agreement and Plan of Merger (Uroplasty Inc)

Compliance with Law; Permits. (a) The Company Union and each of its Subsidiaries hold all material permits, licenses, exemptions, consents, certificates, authorizations, registrations, registrations and other approvals from Governmental Entities Bodies required to operate their respective businesses as it is they are being conducted as of the Agreement Date date hereof (collectively, the “Permits”) ), and all of such Permits are in full force and effect, except where the failure to obtain or have any such Permit would, individually, individually or in the aggregate aggregate, not reasonably be expected to have a Company Union Material Adverse Effect; , and no proceeding is pending or, to the knowledge of the CompanyUnion’s Knowledge, threatened to revoke, suspend, cancel, terminate or adversely modify any such Permit. Neither the Company Union nor any of its Subsidiaries is in material violation of, or in default under, any Law, in each case, case applicable to the Company Union or any of its Subsidiaries or any of their respective assets and properties. Notwithstanding the foregoing, this Section 4.11 3.17 shall not apply to Taxes, employee benefit plans, Taxes, environmental matters, labor and employment matters, matters or regulatory matters, which are the subject subjects exclusively of the representations and warranties in Section 4.93.11, Section 4.133.16, Section 4.153.17(c), Section 4.16 3.19 and Section 4.183.20, respectively.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vision Sciences Inc /De/), Agreement and Plan of Merger (Uroplasty Inc)

Compliance with Law; Permits. (a) The Company and each of its Subsidiaries Subsidiary hold all material permits, licenses, exemptions, consents, certificates, authorizations, registrations, and other approvals from Governmental Entities required to operate their respective businesses as it is being conducted as of the Agreement Date (collectively, the “Permits”) and all of such Permits are in full force and effect, except where the failure to obtain or have any such Permit would, individually, or in the aggregate not reasonably be expected to have a Company Material Adverse Effect; and no proceeding is pending or, to the knowledge of the Company, threatened to revoke, suspend, cancel, terminate or adversely modify any such Permit. Neither the Company nor any of its Subsidiaries Subsidiary is in violation of, or in default under, any Law, in each case, applicable to the Company or any of its Subsidiaries Subsidiary or any of their respective assets and properties. Notwithstanding the foregoing, this Section 4.11 shall not apply to employee benefit plans, Taxes, environmental matters, labor and employment matters, or regulatory matters, which are the subject exclusively of the representations and warranties in Section 4.9, Section 4.13, Section 4.15, Section 4.16 and Section 4.18, respectively.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Epolin Inc /Nj/)

Compliance with Law; Permits. (a) The Company and each of its Subsidiaries (i) as of the date hereof, hold all material permits, licenses, exemptions, consents, certificates, authorizations, registrations, and other approvals from Governmental Entities required to operate their respective businesses as it is they are being conducted as of the Agreement Date date hereof (collectively, the “Permits”) and (ii) following the date hereof, will hold all Permits, except, in the case of such Permits are in full force and effectthis clause (ii), except where the failure to obtain or have any such Permit wouldas would not, individually, individually or in the aggregate not aggregate, reasonably be expected to have a Company Material Adverse Effect; and no proceeding is pending or. Except as would not, individually or in the aggregate, reasonably be expected to the knowledge of the Companyhave a Company Material Adverse Effect, threatened to revoke, suspend, cancel, terminate or adversely modify any such Permit. Neither neither the Company nor any of its Subsidiaries is in violation of, or in default under, any Law, in each case, applicable to the Company or any of its Subsidiaries or any of their respective assets and propertiesproperties or any Permit. Notwithstanding the foregoing, this Section 4.11 shall not apply to employee benefit plans, Taxes, environmental matters, matters or labor and employment matters, or regulatory matters, which are the subject exclusively of addressed by the representations and warranties in Section 4.9, Section 4.13, Section 4.15, Section 4.16 and Section 4.184.16, respectively.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Us Home Systems Inc)

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Compliance with Law; Permits. (a) The Company and each of its Subsidiaries hold all material permits, licenses, exemptions, consents, certificates, authorizations, registrations, and other approvals from Governmental Entities required to operate their respective businesses as it is being conducted as of the Agreement Date (collectively, the “Permits”) and all of such Permits are in full force and effect, except where the failure to obtain or have any such Permit would, individually, individually or in the aggregate aggregate, not reasonably be expected to have a Company Material Adverse Effect; and no proceeding is pending or, to the knowledge Knowledge of the Company, threatened to revoke, suspend, cancel, terminate or materially adversely modify any such Permit. Neither Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in violation of, or in default under, any Law, in each case, applicable to the Company or any of its Subsidiaries or any of their respective assets and properties. Notwithstanding the foregoing, this Section 4.11 3.11 shall not apply to employee benefit plans, Taxes, environmental matters, labor and employment matters, or regulatory matters, which are the subject exclusively of the representations and warranties in Section 4.93.9, Section 4.133.14, Section 4.153.16, Section 4.16 3.17 and Section 4.183.19, respectively.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intersect ENT, Inc.)

Compliance with Law; Permits. (a) The Company and each of its Subsidiaries (i) as of the date hereof, hold all material permits, licenses, exemptions, consents, certificates, authorizations, registrations, and other approvals from Governmental Entities required to operate their respective businesses as it is they are being conducted as of the Agreement Date date hereof (collectively, the “Permits”) and (ii) following the date hereof, will hold all Permits, except, in the case of such Permits are in full force and effectthis clause (ii), except where the failure to obtain or have any such Permit wouldas would not, individually, individually or in the aggregate not aggregate, reasonably be expected to have a Company Material Adverse Effect; and no proceeding is pending or. Except as would not, individually or in the aggregate, reasonably be expected to the knowledge of the Companyhave a Company Material Adverse Effect, threatened to revoke, suspend, cancel, terminate or adversely modify any such Permit. Neither neither the Company nor any of its Subsidiaries is in violation of, or in default under, any Law, in each case, applicable to the Company or any of its Subsidiaries or any of their respective assets and propertiesproperties or any Permit. Notwithstanding the foregoing, this Section 4.11 shall not apply to employee benefit plans, Taxes, environmental matters, labor and employment matters, matters or regulatory matters, which are the subject exclusively of addressed by the representations and warranties in Section 4.9, Section 4.13, Section 4.15, Section 4.16 and Section 4.18, respectively.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Micrus Endovascular Corp)

Compliance with Law; Permits. (a) The Company and each of its Subsidiaries hold all material permits, licenses, exemptions, consents, certificates, authorizations, registrations, and other approvals from Governmental Entities required to operate their respective businesses as it is being conducted as of the Agreement Date (collectively, the “Permits”) and all of such Permits are in full force and effect, except where the failure to obtain or have any such Permit would, individually, individually or in the aggregate aggregate, not reasonably be expected to have a Company Material Adverse Effect; and no proceeding is pending or, to the knowledge Knowledge of the Company, threatened to revoke, suspend, cancel, terminate or materially adversely modify any such Permit. Neither Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in violation of, or in default under, any Law, in each case, applicable to the Company or any of its Subsidiaries or any of their respective assets and properties. Notwithstanding the foregoing, this Section 4.11 shall not apply to employee benefit plans, Taxes, environmental matters, labor and employment matters, or regulatory matters, which are the subject exclusively of the representations and warranties in Section 4.9, Section 4.13, Section 4.15, Section 4.16 and Section 4.18, respectively.

Appears in 1 contract

Samples: Agreement and Plan of Merger (HeartWare International, Inc.)

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