Permits and Compliance. Each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as set forth on Section 3.8 of the Company Letter, neither the Company nor any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, patient confidentiality, health, health care industry regulation and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or (D) any Company Permits, except, in the case of clauses (A), (B), (C) and (D) for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Without limiting the foregoing, the Company is not subject to statutes, rules, regulations or orders administered or issued by the United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the products distributed and sold by the Company. Neither the Company nor any Subsidiary, nor the officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. xx.xx. 1001.1001) of the Company or any Subsidiary: (i) have engaged in any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the purchase, lease, or order, or the arranging for or recommending of the purchase, lease or order, of any item or service for which payment may be made in whole or in part under any such program; (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been excluded from participation under any Federal Health Care Program; or (iv) have been convicted (as defined in 42 C.F.R. xx.xx. 1001.2) of any of the categories of offenses described in Sections 1128(a) or 1128(b)(1), (b)(2), or (b)(3) of SSA. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, there are no contracts or agreements of the Company or its Subsidiaries having terms or conditions which would have a Material Adverse Effect on the Company or having covenants not to compete that materially impair the ability of the Company to conduct its business as currently conducted or would reasonably be expected to materially impair Parent's ability to conduct its businesses. "Knowledge of the Company" means the actual knowledge of the directors and the following officers of the Company: Xxxx Xxxxx; Xxxxx X. Xxxxxxxx; Xxx Xxxxx; Xxxxxxxx Xxxxxxx; Xxxx Xxxxxxxxx; Xxxxx Xxxxxx; and Xxxxxxxx Xxxx.
Appears in 1 contract
Permits and Compliance. Each of the Company and its ---------------------- Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the --------------- failure to have any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as set forth on Section 3.8 of the Company Letter, neither Neither the Company nor any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, patient confidentiality, health, health care industry regulation and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), or (C) any order, decree or --- judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or (D) any Company PermitsSubsidiaries, except, in the case of clauses (A), (B), (C) and (D) C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Without limiting the foregoing, the Company is not subject to in compliance, in all material respects, with all current applicable statutes, rules, regulations or orders administered or issued by the United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity; --- the Company does not have knowledge of any facts which furnish any reasonable basis for any warning letters from the FDA, Section 305 notices, or other similar communications from the FDA or comparable foreign entity; and since December 31, 1998, there have been no recalls, field notifications, alerts or seizures requested or threatened relating to the Company's products, except set forth in Section 3.8 of the Company Letter. The Company's products, where required, are being marketed under valid 510(k) or Pre-Market Approval Applications. There is no false information or significant omission in any product application or product-related submission to the FDA or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the products distributed and sold by the CompanyCompany in those jurisdictions in which the Company products are sold, except to the extent that the failure to obtain such approvals would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary, nor the officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. xx.xx. 1001.1001(S)1001.1001) of the Company or any Subsidiary: (i) have engaged in any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the purchase, lease, or order, or the arranging for or recommending of the purchase, lease or order, of any item or service for which payment may be made in whole or in part under any such program; (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been excluded from participation under any Federal Health Care Program; or (iv) have been convicted (as defined in 42 C.F.R. xx.xx. 1001.2) of any of the categories of offenses described in Sections 1128(a) or 1128(b)(1), (b)(2), or (b)(3) of SSA. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, there are no contracts or agreements of the Company or its Subsidiaries having terms or conditions which would have a Material Adverse Effect on the Company or having covenants not to compete that materially impair the ability of the Company to conduct its business as currently conducted or would reasonably be expected to materially impair Parent's ability to conduct its businesses. "Knowledge of the Company" means the actual knowledge of the directors and the following officers of the Company: Xxxx Xxxxx; Xxxxx X. Xxxxxxxx; Xxx Xxxxx; Xxxxxxxx Xxxxxxx; Xxxx Xxxxxxxxx; Xxxxx Xxxxxx; and Xxxxxxxx Xxxx.any
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oec Medical Systems Inc)
Permits and Compliance. Each of the Company and its ---------------------- Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as set forth on Section 3.8 of the Company Letter, neither Neither the Company nor any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, patient confidentiality, health, health care industry regulation and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or (D) any Company PermitsSubsidiaries, except, in the case of clauses (A), (B), (C) and (D) C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Without limiting the foregoing, the Company is not subject to in compliance, in all material respects, with all current applicable statutes, rules, regulations or orders administered or issued by the United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity; the Company does not have knowledge of any facts which furnish any reasonable basis for any warning letters from the FDA, Section 305 notices, or other similar communications from the FDA or comparable foreign entity; and since April 30, 1997, there have been no recalls, field notifications, alerts or seizures requested or threatened relating to the Company's products, except set forth in Section 3.8 of the Company Letter. The Company's products, where required, are being marketed under valid 510(k) or Pre-Market Approval Applications. To the Knowledge of the Company, there is no false information or significant omission in any product application or product-related submission to the FDA or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the products distributed and sold by the Company. Neither the Company nor any Subsidiary, nor the officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. xx.xx. 1001.1001(S)1001.1001) of the Company or any Subsidiary: (i) have engaged in any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the purchase, lease, or order, or the arranging for or recommending of the purchase, lease or order, of any item or service for which payment may be made in whole or in part under any such program; (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been excluded from participation under any Federal Health Care Program; or (iv) have been convicted (as defined in 42 C.F.R. xx.xx. (S) 1001.2) of any of the categories of offenses described in Sections 1128(a) or 1128(b)(1), (b)(2), or (b)(3) of SSA. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, there are no contracts or agreements of the Company or its Subsidiaries having terms or conditions which would have a Material Adverse Effect on the Company or having covenants not to compete that materially impair the ability of the Company to conduct its business as currently conducted or would reasonably be expected to materially impair Parent's ability to conduct its businesses. "Knowledge of the Company" means the actual knowledge of the directors and the following officers of the Company: Xxxx Xxxxx; Xxxxx X. Xxxxxxxx; Xxx Xxxxx; Xxxxxxxx Xxxxxxx; Xxxx Xxxxxxxxx; Xxxxx Xxxxxx; and Xxxxxxxx Xxxx.offenses
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marquette Medical Systems Inc)
Permits and Compliance. Each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as set forth on Section 3.8 of the Company Letter, neither Neither the Company nor any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative, administrative or governmental rule or regulation, including any consumer protection, equal opportunity, patient confidentiality, health, health care industry regulation and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or (D) any Company PermitsSubsidiaries, except, in the case of clauses (A), (B), (C) and (D) C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Without limiting the foregoing, the Company is not subject to statutes, rules, regulations or orders administered or issued by the United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the products distributed and sold by the Company. Neither the Company nor any Subsidiary, nor the officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. xx.xx. 1001.1001) of the Company or any Subsidiary: (i) have engaged in any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the purchase, lease, or order, or the arranging for or recommending of the purchase, lease or order, of any item or service for which payment may be made in whole or in part under any such program; (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been excluded from participation under any Federal Health Care Program; or (iv) have been convicted (as defined in 42 C.F.R. xx.xx. 1001.2) of any of the categories of offenses described in Sections 1128(a) or 1128(b)(1), (b)(2), or (b)(3) of SSA. Except as disclosed in the Company SEC Disclosure Documents filed provided prior to the date of this Agreement, as of the date hereof there are is no contract or agreement that is material (which, for the purpose of this sentence, shall be limited to contracts involving $100,000 or agreements more and not terminable on 30-days' notice and excluding purchase of inventory in the ordinary course of business) to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole. Except as set forth in the Company Disclosure Documents, prior to the date of this Agreement, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Company of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or its Subsidiaries having terms any such Subsidiary is subject, other than any defaults that, individually or conditions which in the aggregate, would not have a Material Adverse Effect on the Company. Set forth in Schedule 3.8 to this Agreement is a description of (i) all material leases (including all store leases, commitments for store leases and commitments for the construction or renovation of stores, which shall be deemed material for purposes of this sentence) to which the Company or having covenants not any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to compete that materially impair which any of the ability properties, assets or operations of the Company or any such Subsidiary is subject and all amendments thereto, (ii) all contractual licenses or other agreements or instruments involving sales in the Company stores to conduct which the Company or any of its business Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject and all amendments thereto, and (iii) any material changes to the amount and terms of the indebtedness of the Company and its Subsidiaries as currently conducted or would reasonably be expected to materially impair Parent's ability to conduct its businessesdescribed in the [Company Annual Report]. "Knowledge of the Company" means the actual knowledge of the directors Chief Executive Officer and the following officers Chief Financial Officer of the Company: Xxxx Xxxxx; Xxxxx X. Xxxxxxxx; Xxx Xxxxx; Xxxxxxxx Xxxxxxx; Xxxx Xxxxxxxxx; Xxxxx Xxxxxx; and Xxxxxxxx Xxxx.
Appears in 1 contract
Permits and Compliance. Each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company COMPANY Permits"), except where the failure to have any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as set forth on Section 3.8 of the Company Letter, neither Neither the Company nor any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, patient confidentiality, health, health care industry regulation and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or (D) any Company Permits, except, in the case of clauses (A), (B), (C) and (D) for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Without limiting the foregoing, the Company is not subject to in compliance, in all material respects, with all current applicable statutes, rules, regulations or orders administered or issued by the United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the products distributed and sold by the Company. Neither ; the Company nor does not have Knowledge of any Subsidiaryfacts which furnish any reasonable basis for any warning letters from the FDA, nor the officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. xx.xx. 1001.1001) of the Company or any Subsidiary: (i) have engaged in any activities which are prohibited underSection 305 notices, or are cause for civil penalties other similar communications from the FDA or mandatory comparable foreign entity; and since April 30, 1997, there have been no recalls, field notifications, alerts or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, seizures requested in cash or in kind in return forwriting, or to induce, the purchase, lease, or order, or the arranging for or recommending of the purchase, lease or order, of any item or service for which payment may be made in whole or in part under any such program; (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been excluded from participation under any Federal Health Care Program; or (iv) have been convicted (as defined in 42 C.F.R. xx.xx. 1001.2) of any of the categories of offenses described in Sections 1128(a) or 1128(b)(1), (b)(2), or (b)(3) of SSA. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, there are no contracts or agreements of the Company or its Subsidiaries having terms or conditions which would have a Material Adverse Effect on the Company or having covenants not to compete that materially impair the ability of the Company to conduct its business as currently conducted or would reasonably be expected to materially impair Parent's ability to conduct its businesses. "Knowledge of the Company" means , either requested orally or threatened relating to the actual knowledge Company's products, except as set forth in Section 3.8 of the directors and Company Letter. The Company's products, where required, are being marketed under valid 510(k) or Pre-Market Approval Applications. To the following officers Knowledge of the Company: Xxxx Xxxxx; Xxxxx X. Xxxxxxxx; Xxx Xxxxx; Xxxxxxxx Xxxxxxx; Xxxx Xxxxxxxxx; Xxxxx Xxxxxx; and Xxxxxxxx Xxxx., there is no false information or significant omission in any product application or product-related submission to the FDA or comparable
Appears in 1 contract
Permits and Compliance. Each of the Company and its Subsidiaries is and at all times has been in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company PermitsCOMPANY PERMITS"), except where the failure to have any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as set forth on Section 3.8 of the Company Letter, neither Neither the Company nor any of its Subsidiaries is or has been in violation of (Aa) its charter, by-laws or other organizational documents, (Bb) any applicable law, ordinance, administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, customs, export control, foreign trade, foreign corrupt practices (including the Foreign Corrupt Practices Act), patient confidentiality, health, health care industry regulation and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), (Cc) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or (Dd) any Company Permits, except, in the case of clauses (Aa), (Bb), (Cc) and (Dd) for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Without limiting the foregoing, the Company is not subject to in compliance, in all material respects, with all current applicable statutes, rules, regulations regulations, standards, guidelines, policies or orders administered or issued by the United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity, including, but not limited to, FDA's Quality System Regulation, 21 CFR Part 820; the Company does not have knowledge of any facts which furnish any reasonable basis for any Form FDA-483 observations or regulatory or warning letters from the FDA, Section 305 notices, or other similar communications from the FDA or comparable foreign entity; and since March 13, 1997, there have been no recalls, field notifications, alerts or seizures requested or threatened relating to the Company's products, except set forth in Section 3.8 of the Company Letter. The Company's products, where required, are being marketed under valid 510(k) pre-market notifications cleared by FDA under Section 510(k) of the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. ss. 360(k), and 21 C.F.R. Part 807, Subpart E ("510(k)s") or pre-market approval applications approved by the FDA in accordance with 21 U.S.C. ss. 360e and 21 C.F.R. Part 814 ("PMAs"). All 510(k)s and/or PMAs for the Company's products are exclusively owned by the Company, and there is no reason to believe that FDA is considering limiting, suspending, or revoking any such 510(k)s or PMAs or changing the marketing classification or labeling of any such products. To the Knowledge of the Company, there is no false information or significant omission in any product application or product-related submission to the FDA or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the products distributed and sold by the Company. Neither the Company nor any Subsidiary, nor the officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. xx.xx. 1001.1001ss.1001.1001) of the Company or any Subsidiary: (i) have engaged in any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the purchase, lease, or order, or the arranging for or recommending of the purchase, lease or order, of any item or service for which payment may be made in whole or in part under any such program; (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been excluded from participation under any Federal Health Care Program; or (iv) have been convicted (as defined in 42 C.F.R. xx.xx. 1001.2) of any of the categories of offenses described in Sections 1128(a) or 1128(b)(1), (b)(2), or (b)(3) of SSA. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, there are no contracts or agreements of the Company or its Subsidiaries having terms or conditions which would have a Material Adverse Effect on the Company or having covenants not to compete that materially impair the ability of the Company to conduct its business as currently conducted or would reasonably be expected to materially impair Parent's ability to conduct its businesses. "Knowledge of the Company" means the actual knowledge of the directors and the following officers of the Company: Xxxx Xxxxx; Xxxxx X. Xxxxxxxx; Xxx Xxxxx; Xxxxxxxx Xxxxxxx; Xxxx Xxxxxxxxx; Xxxxx Xxxxxx; and Xxxxxxxx Xxxx.for
Appears in 1 contract
Permits and Compliance. Each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company PermitsCOMPANY PERMITS"), except where the failure to have any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as set forth on Section 3.8 of the Company Letter, neither Neither the Company nor any of its Subsidiaries is in violation of (A) its charter, by-laws bylaws or other organizational documents, (B) any applicable law, ordinance, administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, patient confidentiality, health, health care industry regulation and third-party thirdparty reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or (D) any Company Permits, except, in the case of clauses (A), (B), (C) and (D) for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Without limiting the foregoing, the Company is not subject to in compliance, in all material respects, with all current applicable statutes, rules, regulations or orders administered or issued by the United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the products distributed and sold by the Company. Neither the Company nor any Subsidiary, nor the officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. xx.xx. 1001.1001) of the Company or any Subsidiary: (i) have engaged in any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the purchase, lease, or order, or the arranging for or recommending of the purchase, lease or order, of any item or service for which payment may be made in whole or in part under any such program; (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been excluded from participation under any Federal Health Care Program; or (iv) have been convicted (as defined in 42 C.F.R. xx.xx. 1001.2) of any of the categories of offenses described in Sections 1128(a) or 1128(b)(1), (b)(2), or (b)(3) of SSA. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, there are no contracts or agreements of the Company or its Subsidiaries having terms or conditions which would have a Material Adverse Effect on the Company or having covenants not to compete that materially impair the ability of the Company to conduct its business as currently conducted or would reasonably be expected to materially impair Parent's ability to conduct its businesses. "Knowledge of the Company" means the actual knowledge of the directors and the following officers of the Company: Xxxx Xxxxx; Xxxxx X. Xxxxxxxx; Xxx Xxxxx; Xxxxxxxx Xxxxxxx; Xxxx Xxxxxxxxx; Xxxxx Xxxxxx; and Xxxxxxxx Xxxx.orders
Appears in 1 contract
Permits and Compliance. Each of the Company Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for the Company or any of its Subsidiaries it to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Parent Permits"), except where the failure to have any of the Company Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent, and, as of the Companydate of this Agreement, and no suspension or cancellation of any of the Company Parent Permits is pending or, to the Knowledge of the Company Parent (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyParent. Except as set forth on Section 3.8 None of the Company Letter, neither the Company nor Parent or any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative, administrative or governmental rule or regulation, including any consumer protection, equal opportunity, patient confidentiality, health, health care industry regulation and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company Parent or any of its Subsidiaries or (D) any Company PermitsSubsidiaries, except, in the case of clauses (A), ) and (B), (C) and (D) for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Without limiting the foregoing, the Company is not subject to statutes, rules, regulations or orders administered or issued by the United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the products distributed and sold by the Company. Neither the Company nor any Subsidiary, nor the officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. xx.xx. 1001.1001) of the Company or any Subsidiary: (i) have engaged in any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the purchase, lease, or order, or the arranging for or recommending of the purchase, lease or order, of any item or service for which payment may be made in whole or in part under any such program; (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been excluded from participation under any Federal Health Care Program; or (iv) have been convicted (as defined in 42 C.F.R. xx.xx. 1001.2) of any of the categories of offenses described in Sections 1128(a) or 1128(b)(1), (b)(2), or (b)(3) of SSAParent. Except as disclosed in the Company Parent SEC Documents filed prior to the date hereof, as of the date hereof, there is no contract or agreement that is material to the business, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole. Except as set forth in Parent SEC Documents filed prior to the date hereof, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by Parent of the transactions contemplated by this Agreement, there are no contracts will exist under any indenture, mortgage, loan agreement, note or agreements other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which Parent or any of its Subsidiaries is a party or by which Parent or any such Subsidiary is bound or to which any of the Company properties, assets or its Subsidiaries having terms operations of Parent or conditions which any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, would not have a Material Adverse Effect on the Company or having covenants not to compete that materially impair the ability of the Company to conduct its business as currently conducted or would reasonably be expected to materially impair Parent's ability to conduct its businesses. As used in this Agreement, "Knowledge of the CompanyParent" means the actual knowledge of the directors and the following officers any of the Company: Xxxx Xxxxx; Xxxxx X. Xxxxxxxx; Xxx Xxxxx; Xxxxxxxx Xxxxxxx; Xxxx Xxxxxxxxx; Xxxxx Xxxxxx; and Xxxxxxxx Xxxx.Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel or Principal Accounting Officer of Parent. Section 2.9
Appears in 1 contract
Permits and Compliance. Each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as set forth on Section 3.8 of the Company Letter, neither Neither the Company nor any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, patient confidentiality, health, health care industry regulation and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or (D) any Company PermitsSubsidiaries, except, in the case of clauses (A), (B), (C) and (D) C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. Without limiting the foregoing, the Company is not subject to in compliance, in all material respects, with all current applicable statutes, rules, regulations or orders administered or issued by the United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity; the Company does not have knowledge of any facts which furnish any reasonable basis for any warning letters from the FDA, Section 305 notices, or other similar communications from the FDA or comparable foreign entity; and since December 31, 1998, there have been no recalls, field notifications, alerts or seizures requested or threatened relating to the Company's products, except set forth in Section 3.8 of the Company Letter. The Company's products, where required, are being marketed under valid 510(k) or Pre-Market Approval Applications. There is no false information or significant omission in any product application or product-related submission to the FDA or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the products distributed and sold by the CompanyCompany in those jurisdictions in which the Company products are sold, except to the extent that the failure to obtain such approvals would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary, nor the officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. xx.xx. 1001.1001ss.1001.1001) of the Company or any Subsidiary: (i) have engaged in any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the purchase, lease, or order, or the arranging for or recommending of the purchase, lease or order, of any item or service for which payment may be made in whole or in part under any such program; (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been excluded from participation under any Federal Health Care Program; or (iv) have been convicted (as defined in 42 C.F.R. xx.xxss. 1001.2) of any of the categories of offenses described in Sections 1128(a) or 1128(b)(1), (b)(2), or (b)(3) of SSA. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, there are no contracts or agreements of the Company or its Subsidiaries having terms or conditions which would have a Material Adverse Effect on the Company or having covenants not to compete that materially impair the ability of the Company to conduct its business as currently conducted or would reasonably be expected to materially impair Parent's ability to conduct its businesses. "Knowledge of the Company" means the actual knowledge of the directors and the following officers of the Company: Xxxx Xxxxx; Xxxxx X. Xxxxxxxx; Xxx Xxxxx; Xxxxxxxx Xxxxxxx; Xxxx Xxxxxxxxx; Xxxxx Xxxxxx; and Xxxxxxxx Xxxx.)
Appears in 1 contract
Permits and Compliance. Each of the Company and its Subsidiaries Subsidiaries, and the Company Venture, is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits necessary for the Company or any of its Subsidiaries Subsidiaries, and the Company Venture, to own, sell, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the Company Permits would notPermits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would notPermits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth on Section 3.8 of the Company Letter, neither Neither the Company nor any of its Subsidiaries Subsidiaries, nor the Company Venture, is in violation of (Ai) its charter, by-laws or other organizational documents, (Bii) any applicable law, ordinance, administrative, administrative or governmental rule or regulationregulation (including the Federal Trade Commission Act, including any consumer protection, equal opportunity, patient confidentiality, health, health care industry regulation the Truth-in-Lending Act and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations Regulation Z promulgated thereunder, the Equal Credit Opportunity Act and Regulation B promulgated thereunder, the Interstate Land Sales Full Disclosure Act, the Civil Rights Acts of 1964 and 1968, Environmental Laws (as hereinafter defined), federal and state telemarketing laws, state time share laws, state securities laws applicable to the sale or offer of vacation ownership interests ("SSAVOIs")), and seller of travel or travel agency laws) or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries Subsidiaries, or (D) any the Company PermitsVenture, except, in the case of clauses (Ai), (B), (Cii) and (D) iii), for any violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. Without limiting the foregoing, the Company is not subject to statutes, rules, regulations or orders administered or issued by the United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the products distributed and sold by the Company. Neither the Company nor any Subsidiary, nor the officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. xx.xx. 1001.1001) of the Company or any Subsidiary: (i) have engaged in any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the purchase, lease, or order, or the arranging for or recommending of the purchase, lease or order, of any item or service for which payment may be made in whole or in part under any such program; (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been excluded from participation under any Federal Health Care Program; or (iv) have been convicted (as defined in 42 C.F.R. xx.xx. 1001.2) of any of the categories of offenses described in Sections 1128(a) or 1128(b)(1), (b)(2), or (b)(3) of SSA. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Section 3.8 of the Company Letter, and except for contracts or agreements entered into after the date hereof, not in violation of this Agreement, there are is no contracts contract or agreements agreement that is material to the business, properties, results of operations or condition (financial or otherwise) of the Company or and its Subsidiaries having terms or conditions which would have a Material Adverse Effect on Subsidiaries, and the Company Venture, taken as a whole. Except as set forth in the Company SEC Documents or having covenants not to compete that materially impair the ability Section 3.8 of the Company to conduct its business as currently conducted Letter, no event of default or event that, but for the giving of notice or the lapse of time or both, would reasonably be expected to materially impair Parent's ability to conduct its businesses. "Knowledge constitute an event of default exists or, upon the consummation by the Company of the Company" means the actual knowledge transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of the directors and the following officers of the Company: Xxxx Xxxxx; Xxxxx X. Xxxxxxxx; Xxx Xxxxx; Xxxxxxxx Xxxxxxx; Xxxx Xxxxxxxxx; Xxxxx Xxxxxx; and Xxxxxxxx Xxxx.any agreement or
Appears in 1 contract
Permits and Compliance. Each of the Company Parent Companies and its their respective Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company Parent Companies or any of its their Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Parent Permits"), except where the failure to have any of the Company Permits would notParent Permits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on the CompanyParent Companies, and and, as of the date of this Agreement, no suspension or cancellation of any of the Company Parent Permits is pending or, to the Knowledge of the Company Parent Companies (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would notParent Permits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on the CompanyParent Companies. Except as set forth on Section 3.8 None of the Company Letter, neither the Company nor Parent Companies or any of its their Subsidiaries is in violation of (A) its their respective charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative, administrative or governmental rule or regulation, including any consumer protection, equal opportunity, patient confidentiality, health, health care industry regulation and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company Parent Companies or any of its Subsidiaries or (D) any Company Permitstheir Subsidiaries, except, in the case of clauses (A), (B), (C) and (D) C), for any violations that, individually or in the aggregate, have not had, and would not have reasonably be expected to have, a Material Adverse Effect on the Company. Without limiting the foregoing, the Company is not subject to statutes, rules, regulations or orders administered or issued by the United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the products distributed and sold by the Company. Neither the Company nor any Subsidiary, nor the officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. xx.xx. 1001.1001) of the Company or any Subsidiary: (i) have engaged in any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the purchase, lease, or order, or the arranging for or recommending of the purchase, lease or order, of any item or service for which payment may be made in whole or in part under any such program; (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been excluded from participation under any Federal Health Care Program; or (iv) have been convicted (as defined in 42 C.F.R. xx.xx. 1001.2) of any of the categories of offenses described in Sections 1128(a) or 1128(b)(1), (b)(2), or (b)(3) of SSAParent Companies. Except as disclosed in the Company Parent SEC Documents filed prior to the date of this Agreement, there are no contracts or agreements as of the Company date hereof, there is no contract or its agreement that is material to the business, properties, results of operations or financial condition of the Parent Companies and their Subsidiaries, taken as a whole. Except as set forth in the Parent SEC Documents or Section 2.8 of the Parent Letter, prior to the date of this Agreement, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Parent Companies of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, license or other agreement or instrument to which the Parent Companies or any of their Subsidiaries having terms is a party or conditions by which the Parent Companies or any such Subsidiary is bound or to which any of the properties, assets or operations of the Parent Companies or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, have not had, and would have not reasonably be expected to have, a Material Adverse Effect on the Company or having covenants not Parent Companies. For purposes of this Agreement, the term "Knowledge" when used with respect to compete that materially impair the ability of the Company to conduct its business as currently conducted or would reasonably be expected to materially impair Parent's ability to conduct its businesses. "Knowledge of the Company" Parent Companies means the actual knowledge of the directors and the following officers individuals identified in Section 2.8 of the Company: Xxxx Xxxxx; Xxxxx X. Xxxxxxxx; Xxx Xxxxx; Xxxxxxxx Xxxxxxx; Xxxx Xxxxxxxxx; Xxxxx Xxxxxx; and Xxxxxxxx Xxxx.Parent Letter. Section 2.9
Appears in 1 contract
Samples: Execution Version Agreement and Plan (Starwood Lodging Corp)
Permits and Compliance. Each of the Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any of its Subsidiaries to own, sell, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Permits"), except where the failure to have any of the Company Permits would notPermits, individually or and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect, and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge knowledge of the Company (as hereinafter defined)Company, threatened, except where the such suspension or cancellation of any of the Company Permits has not had and would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. Except as set forth on Section 3.8 of the Company Letter, neither Neither the Company nor any of its Subsidiaries is in violation of (Ai) its charter, by-laws bylaws or other organizational documents, (Bii) any applicable law, ordinance, administrative, administrative or governmental rule or regulation, including any consumer protection, equal opportunity, patient confidentiality, health, health care industry regulation and third-party reimbursement laws including under any Federal Health Care Program or (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries or (D) any Company Permits, except, in the case of clauses (A), (B), (Cii) and (D) iii), for any violations that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect on Effect. Except for Commitments (as hereinafter defined) to be entered into after the Company. Without limiting date hereof permitted under the foregoingprovisions of Section 4.1, Section 3.8 of the Company Letter sets forth a complete and correct list of each contract, agreement or arrangement, written or unwritten, to which the Company or any of its Subsidiaries is not subject to statutes, rules, regulations a party or orders administered by which the Company or issued by the United States Food and Drug Administration any of its Subsidiaries is bound that (the "FDA"i) or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related relates to the products distributed borrowing of money or the guaranty of any obligation to borrow money, in each case, in excess of $1 million, (ii) involves revenues or expenditures in excess of $1 million per annum (excluding purchase and sold by sale orders entered into in the Company. Neither the Company nor ordinary course of business consistent with past practice), (iii) is a collective bargaining or employment agreement involving any Subsidiary, nor the officers, directors, managing employee or employees or agents (as those terms are defined in 42 C.F.R. xx.xx. 1001.1001) of the Company or any Subsidiary: (i) have engaged in any activities which are prohibited underof its Subsidiaries, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the purchase, lease, or order, or the arranging for or recommending of the purchase, lease or order, of any item or service for which payment may be made in whole or in part under any such program; (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been excluded from participation under any Federal Health Care Program; or (iv) have been convicted obligates the Company or any of its Subsidiaries not to compete with any business or otherwise restricts its right to carry on its business, (as defined in 42 C.F.R. xx.xx. 1001.2v) relates to any acquisition of the capital stock or any of the categories assets of offenses described the Company or any Subsidiary by another person (other than in Sections 1128(athe ordinary course of the Company's or such Subsidiary's business consistent with past practice, with respect to assets) and pursuant to which the Company or 1128(b)(1)any Subsidiary has continuing obligations or liabilities, (b)(2), vi) relates to any acquisition by the Company or (b)(3) any of SSA. Except as disclosed its Subsidiaries of the capital stock or any substantial part of the assets of another person that was entered into in the Company SEC Documents filed three years prior to the date hereof, (vii) is a contract with any supplier, customer, distributor or fabricator involving an amount in excess of this Agreement$1 million per annum that is not cancelable by the Company without causing a Company Material Adverse Effect (excluding purchases and sales orders entered into in the ordinary course of business consistent with past practice), there are no contracts (viii) relates to any merger, consolidation, recapitalization, dissolution, liquidation or agreements other reorganization of the Company or any of its Subsidiaries having terms or conditions pursuant to which would have a Material Adverse Effect on the Company or having covenants not any such Subsidiary has continuing obligations or liabilities, (ix) relates to compete consulting or other professional services (other than contracts for information technology and other services entered into in the ordinary course of business consistent with past practice and providing for fees that materially impair are less than $1 million in the ability aggregate) or to investment banking or other financial advisory services (including any agreements requiring the Company or any of its Subsidiaries to use a particular investment bank in any financing or other transaction), (x) is referred to in Section 3.19 of the Company Letter, (xi) is an after-market agreement with a distributor who purchases in excess of $1 million of goods from the Company and the Subsidiaries per annum, (xii) provides for pricing concessions or givebacks in excess of 5% per annum of the price of any product supplied to conduct a customer or (xiii) is a sales representative agreement pursuant to which compensation to the representative is reasonably expected to exceed $250,000 in any year or in respect of which the cost to the Company or any of its business Subsidiaries would exceed $250,000 upon the termination thereof by the Company or such Subsidiary (collectively, the "Commitments"). Except as currently conducted set forth in Section 3.8 of the Company Letter, neither the Company nor any of its Subsidiaries is in breach of or default or has suffered the loss of a material benefit under or the acceleration of its obligations under or the termination of (and, to the knowledge of the Company, no event has occurred which with notice or the passage of time or both would constitute or result in a breach of or default or such a loss of a material benefit or acceleration under or the termination of) any Commitment, except for breaches, defaults or losses that, individually and in the aggregate, have not had and would not reasonably be expected to materially impair Parent's ability to conduct its businesses. "Knowledge of the Company" means the actual knowledge of the directors and the following officers of the Company: Xxxx Xxxxx; Xxxxx X. Xxxxxxxx; Xxx Xxxxx; Xxxxxxxx Xxxxxxx; Xxxx Xxxxxxxxx; Xxxxx Xxxxxx; and Xxxxxxxx Xxxxhave a Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magna International Inc)
