Common use of Permits and Compliance Clause in Contracts

Permits and Compliance. Each of the Company and 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, 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 Company Material Adverse Effect, 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 not, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation of (i) its charter, bylaws or other organizational documents; (ii) any applicable Law; or (iii) any Order, except, in the case of clauses (ii) and (iii), for any violations that would not, individually or in the aggregate, have a Company Material Adverse Effect. No notice of any such violation or non-compliance has been received by the Company or any of its Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Youbet Com Inc), Agreement and Plan of Merger (Churchill Downs Inc)

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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 and each 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 Company Material Adverse Effect, and, as of the date of this Agreement, ) and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined)Company, threatened, except where the failure to possess a Company Permit, or the suspension or cancellation of any of the a Company Permits Permit, would not, individually or in the aggregate, have a Company Material Adverse EffectEffect on Company. Neither the Company nor any of its Subsidiaries is is, or since June 30, 2012 has been, in violation of (i) its charterOrganizational Documents, bylaws or other organizational documents; (ii) any applicable Law; or , (iii) any Company Permit, (iv) any Order, (v) any bank regulatory Law or other material bank compliance Law or bank safety and soundness regulatory Law, except, in the case of clauses (ii) and through (iiiv), for any violations that would not, individually or in the aggregate, have a Company Material Adverse EffectEffect on Company or Company Bank. No Since June 30, 2012, no written notice of any such violation or non-compliance has been received by the Company or any of its Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hf Financial Corp), Agreement and Plan of Merger (Great Western Bancorp, Inc.)

Permits and Compliance. (a) Each of the Company and 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, 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 Company Material Adverse EffectEffect on the Company, 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 not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (iA) its charter, bylaws by-laws or other organizational documents; , (iiB) any applicable Law; law, ordinance, administrative or governmental rule or regulation or (iiiC) any Orderorder, decree or judgment of any Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (iiA), (B) and (iiiC), for any violations that would notthat, individually or in the aggregate, would not have a Company Material Adverse Effect. No notice of any such violation or non-compliance has been received by Effect on the Company or any of its SubsidiariesCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tellabs Inc)

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 and each 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 Company Material Adverse Effect, and, as of the date of this Agreement, ) and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company (as hereinafter defined)Company, threatened, except where the failure to possess a Company Permit, or the suspension or cancellation of any of the a Company Permits Permit, would not, individually or in the aggregate, have a Company Material Adverse EffectEffect on Company. Neither the Company nor any of its Subsidiaries is is, or since June 30, 2012 has been, in violation of (i) its charterOrganizational Documents, bylaws or other organizational documents; (ii) any applicable Law; or , (iii) any Company Permit, (iv) any Order, (v) any bank regulatory Law or other material bank compliance Law or bank safety and soundness regulatory Law, except, in the case of clauses (ii) and through (iiiv), for any violations that would not, individually or in the aggregate, have a Company Material Adverse EffectEffect on Company or Company Bank. No Since June 30, 2012, no written notice of any such violation or non-compliance has been received by the Company or any of its Subsidiaries.. Section 3.9

Appears in 1 contract

Samples: Agreement and Plan of Merger (Great Western Bancorp, Inc.)

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Permits and Compliance. Each of the (a) The Company and 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, 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 Company Material Adverse Effect, and, as of Effect on the date of this Agreement, no Company. 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 Company Material Adverse EffectEffect on the Company. Neither the The Company nor any of its Subsidiaries is not in violation of (iA) its charter, bylaws by-laws or other organizational documents; , (iiB) any applicable Law; law, ordinance, administrative or governmental rule or regulation, or (iiiC) any Orderorder, decree or judgment of any Governmental Entity having jurisdiction over the Company, except, in the case of clauses (iiB) and (iiiC), for any violations that would notthat, individually or in the aggregate, would not have a Company Material Adverse Effect. No notice of any such violation or non-compliance has been received by Effect on the Company or any of its SubsidiariesCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Careerbuilder Inc)

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