Permits; Compliance with Laws. (a) Each Group Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for such Group Company to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright. (d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital. (e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans. (f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law. (g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws. (h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation. (i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Alibaba Group Holding LTD), Merger Agreement (Ali YK Investment Holding LTD), Merger Agreement (Youku Tudou Inc.)
Permits; Compliance with Laws. (a) Each Group Company is and the Company Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Authority Entity necessary for such Group Company to own, lease, operate and use its properties and assets or any Company Subsidiary to carry on its business as it is now being conducted other than those (collectively, the lack thereof would not"COMPANY PERMITS"), individually or in the aggregateand, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As as of the date hereofof this Agreement, no none of the material Company Permits has been suspended or cancelled nor is any such suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Except with respect to Environmental Permits that are addressed in Section 4.13 hereof, neither Company Permits are valid and in full force and effect, except for nor any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company Subsidiary is in default, breach or violation of conflict in any Material Company Permit, in each case except for any such default, breach or violation that individuallymaterial respect with, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitationdefault or violation of, (i) any Laws Law applicable to its business and Company or any Company Subsidiary or by which any property or asset of Company or any Company Subsidiary is bound or affected or (ii) any Laws related to the protection of personal data)Company Permits. To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect Section 4.06 of the Company and its Subsidiaries and their capital structure and operationsDisclosure Schedule sets forth, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees as of the Group Companiesdate of this Agreement, and to the knowledge of the Companyall actions, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 proceedings, investigations or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is surveys pending or, to the knowledge of the Company, threatened against Company or any Company Subsidiary that could reasonably be expected to result in writingthe suspension or cancellation of any other Company Permit. Since March 1, 1996, neither Company nor any Company Subsidiary has received from any Governmental Entity any written notification with respect to possible conflicts, defaults or violations of Laws.
Appears in 3 contracts
Sources: Agreement and Plan of Merger and Reorganization (Doubleclick Inc), Merger Agreement (Doubleclick Inc), Agreement and Plan of Merger and Reorganization (Netgravity Inc)
Permits; Compliance with Laws. (a) Each Group (i) the Company is and each Company Subsidiary are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals approvals, product listings, registrations, Orders and orders of other authorizations, including any Governmental Authority supplements and amendments thereto, necessary for such Group the Company and each Company Subsidiary to own, lease, lease and operate and use its their respective properties and assets in accordance with all Laws or to carry on its business as it is now being conducted other than those the lack thereof would not, individually or their respective businesses in the aggregate, reasonably be expected to have a Company Material Adverse Effect accordance with all Laws (the “Material Company Permits”). As of ) except where the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid obtain or in full force and effect that have any such Company Permit would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
, (bii) No Group all such Company is Permits are in defaultfull force and effect, breach or violation of any Material Company Permitexcept as would not, in each case except for any such default, breach or violation that individually, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (iii) there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit and (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened. The consummation of the transactions contemplated hereby will not cause the revocation or cancellation of any Company Permit that is material to the Company and its Subsidiaries, taken as a whole.
(b) The Company and each Company Subsidiary are, and have been since January 1, 2020, in compliance with (i) all Laws and (ii) all Company Permits, except where any failure to be in such compliance (A) has not had, and would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations in accordance with this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated hereby.
(c) Each Group Since January 1, 2020, neither the Company nor any Company Subsidiary or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority or other Person asserting that the Company or any Company Subsidiary is, or is suspected of, alleged to be or under investigation for being, not in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group or Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyrightPermits.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 3 contracts
Sources: Merger Agreement (Biohaven Research Ltd.), Merger Agreement (Biohaven Research Ltd.), Merger Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Permits; Compliance with Laws. (a) Each Group The Company is and its Subsidiaries (i) are in possession of all authorizations, permits, franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, exceptions, consentspermissions, certificatesqualifications, approvals registrations, clearances, Consents, waivers, approvals, orders, deviations, licenses and orders certificates of any Governmental Authority, and (ii) have filed all tariffs, reports, notices and other documents with any Governmental Authority necessary for such Group the Company and its Subsidiaries to own, lease, lease and operate and use its their properties and assets or assets, and to carry on its business and operate their businesses as it is now being currently conducted other than those the lack thereof would not(clauses (i) and (ii), individually or in the aggregatecollectively, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, and all Company Permits are in full force and effect and no suspension suspension, modification, or cancellation of any of the Material Company Permits is pending or, to the knowledge Knowledge of the Company, threatened. All such Material Company Permits are valid and , except where the failure to be in possession of or be in full force and effect, except for or the suspension, modification or cancellation of, any failure of the Company Permits would not reasonably be expected to be valid or in full force and effect that would nothave, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and each of its Subsidiaries is in compliance with the terms and requirements of all Company Permits, and neither the Company nor any of its Subsidiaries has received any written notice regarding a default or violation in respect of any of the Company Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent None of the Company or any of its Subsidiaries acting on behalf is, and since July 21, 2021 has not been, in conflict with, in default under or in violation of any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its SubsidiariesSubsidiaries is bound or affected, have offeredexcept for any such conflicts, paid, promised to pay defaults or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner violations that would constitute official or commercial bribery or an illegal kickback, not have or would otherwise violate any Applicable Anti-Bribery Law.
(g) The not reasonably be expected to have, individually or in the aggregate, a Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither Material Adverse Effect. Since July 21, 2021, neither the Company nor any of its Subsidiaries norhas received any written notice or, to the knowledge Knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before communication from any Governmental Authority involving regarding any actual or possible violation of, or failure to comply with, any Law, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writingMaterial Adverse Effect.
Appears in 3 contracts
Sources: Merger Agreement (Matterport, Inc./De), Merger Agreement (Costar Group, Inc.), Merger Agreement (Matterport, Inc./De)
Permits; Compliance with Laws. (ai) Each Group The Company is and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals approvals, listings, registrations, clearances, orders and orders of any Governmental Authority other authorizations necessary for such Group the Company and its Subsidiaries to own, lease, lease and operate and use its their respective properties and assets or and to carry on its business their respective businesses as it is now being conducted other than those conducted, under and pursuant to all applicable Laws (the lack “Company Permits”), (ii) all such Company Permits are in full force and effect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of, failure to be in full force and effect or the suspension, cancellation, withdrawal or revocation thereof has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Since January 1, 2019, the Company is and its Subsidiaries have been and are in defaultcompliance with (i) all applicable Laws and (ii) all Company Permits, breach or violation of except where any Material Company Permitfailure to be in such compliance has not had, in each case except for any such default, breach or violation that individually, or in the aggregate, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.
(c) Each Group Since January 1, 2019 through the date of this Agreement, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries nor any of their respective directors, officers or employees has received any written or oral notification from a Governmental Authority asserting that the Company or any of its Subsidiaries is, or is suspected of, alleged to be or under investigation for being, not in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group or Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyrightPermits.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 3 contracts
Sources: Merger Agreement (Welbilt, Inc.), Merger Agreement (Middleby Corp), Merger Agreement (Welbilt, Inc.)
Permits; Compliance with Laws. (a) Each Group As of the date of this Agreement, the Company is and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for such Group the Company to own, lease, operate and use its properties and assets or Subsidiaries to carry on its their respective business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, ) and all Company Permits are in full force and effect and no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge Knowledge of the Company, threatened. All such Material Company Permits are valid and , except where the failure to be in possession of or be in full force and effect, except for or the suspension or cancellation of, any failure to be valid or in full force and effect that of the Company Permits would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect.
(b) No Group Neither the Company nor any of its Subsidiaries is in default, breach default or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or by which any of its Subsidiariestheir respective properties or assets are bound, nor, to the knowledge of the Company, except for any agent of the Company such defaults or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner violations that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The not have a Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of Material Adverse Effect. Notwithstanding the foregoing, no representation or any orders warranty in Section 4.5(a) or licenses issued pursuant to such authority (collectively, “Sanctions”); or (iithis Section 4.5(b) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries is made with respect to anti-money laundering Law is pending orCompany SEC Documents or financial statements, to the knowledge of the Company“disclosure controls and procedures” or “internal control over financial reporting,” employee benefits matters, threatened Intellectual Property Rights matters, Tax matters, which are addressed exclusively in writingSection 4.6 (Company SEC Documents; Financial Statements), Section 4.8 (Disclosure Controls and Procedures), Section 4.12 (Employee Benefit Plans), Section 4.14 (Intellectual Property Rights), Section 4.15 (Taxes), respectively.
Appears in 3 contracts
Sources: Merger Agreement (Twitter, Inc.), Merger Agreement, Merger Agreement
Permits; Compliance with Laws. (a) Each Group The Company, each Company Subsidiary and, to the knowledge of the Company, VELCO, is in possession of all franchises, grants, easements, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals variances, exemptions, exceptions, permissions, qualifications, approvals, orders, registrations and orders clearances of any Governmental Authority Entity, necessary for such Group the Company, each Company to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending orSubsidiary and, to the knowledge of the Company, threatened. All VELCO to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and all such Material Company Permits are valid and in full force and effect, except for any where the failure to hold, or the failure to be valid or in full force and effect that would notof, any Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company, each of the Company Subsidiaries and, to the knowledge of the Company, VELCO is, and since January 1, 2008 has been, in compliance in all respects with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) No Group None of the Company, any Company is Subsidiary or, to the knowledge of the Company, VELCO is, or since January 1, 2008 has been, in defaultconflict with, breach default under or violation of any Material Law applicable to the Company, any Company PermitSubsidiary or, in each case to the knowledge of the Company, VELCO or by which any property or asset of the Company, any Company Subsidiary or, to the knowledge of the Company, VELCO is bound or affected, except for any such defaultconflicts, breach defaults or violation that individuallyviolations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No investigation by any Governmental Entity with respect to the Company, any Company Subsidiary, or, to the knowledge of the Company, VELCO, is pending, nor, to the knowledge of the Company, has any Governmental Entity indicated to the Company an intention to conduct any such investigation, except for such investigations the outcomes of which, if determined adversely to the Company, any Company Subsidiary or VELCO, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 3 contracts
Sources: Merger Agreement (Central Vermont Public Service Corp), Merger Agreement (Central Vermont Public Service Corp), Merger Agreement (Central Vermont Public Service Corp)
Permits; Compliance with Laws. (a) Each Group Except as would not reasonably be expected to have, individually or in the aggregate, a Company is Material Adverse Effect: (i) the Company and each Company Subsidiary are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals approvals, product listings, registrations, Orders and orders of other authorizations, including any Governmental Authority supplements and amendments thereto, necessary for such Group the Company and each Company Subsidiary to own, lease, lease and operate and use its their respective properties and assets in accordance with all Laws or to carry on its business as it their respective businesses in accordance with all Laws (the “Company Permits”), (ii) all such Company Permits are in full force and effect, (iii) there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit, (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is now being conducted other than those pending or, to the lack thereof Knowledge of the Company, threatened and (v) the consummation of the transactions contemplated hereby will not cause the revocation or cancellation of any Company Permit.
(b) The Company, each Company Subsidiary and each of their respective directors, officers and employees, to the extent acting on behalf of the Company or any Company Subsidiary, have been, since January 1, 2020, in compliance with (i) all Laws and (ii) all Company Permits, except where any failure to be in such compliance (A) has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, (B) would not reasonably be expected to have a prevent, materially impair or materially delay the ability of the Company Material Adverse Effectto consummate the Merger and the other transactions contemplated hereby.
(c) Each Group Since January 1, 2020, neither the Company is in compliance in all material respects with applicable Law (includingnor any Company Subsidiary nor, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge Knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 their respective directors, officers or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, noremployees, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries extent acting on behalf of the Company or any of its the Company Subsidiaries, have offered, paid, promised to pay or authorized the payment of has received any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries norwritten or, to the knowledge Knowledge of the Company, any director, officer, employee, representative, agent or affiliate of oral notification from a Governmental Authority asserting that the Company or any of its SubsidiariesCompany Subsidiary is, or is suspected of, alleged to be or under investigation for being, not in compliance with any person Laws or company acting on behalf of Company Permits, except as would not reasonably be expected to have, individually or in the aggregate, a Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulationMaterial Adverse Effect.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 2 contracts
Sources: Merger Agreement (Seagen Inc.), Merger Agreement (Pfizer Inc)
Permits; Compliance with Laws. (a) Each Group Except as disclosed in the Company is in possession SEC Reports filed prior to the date of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals this Agreement and orders of any Governmental Authority necessary for such Group Company to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted other than those the lack thereof would notexcept as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on the Company, the Company and its Subsidiaries hold all permits, licenses, franchises, variances, exemptions, Orders and approvals of all Governmental Entities that are necessary for the operation of their respective businesses as now being conducted (collectively, the “Material Company Permits”). As of the date hereof, and no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material The Company and its Subsidiaries are in compliance with, and the Company and its Subsidiaries have not received any notices of noncompliance with respect to, the Company Permits are valid and in full force and effectany Laws, except for any instances of noncompliance where neither the costs to comply nor the failure to be valid or in full force and effect that would notcomply, individually or in the aggregate, has or would reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in Effect on the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without Company. Without limitation, (i) any Laws applicable to its business and (ii) any Laws related during the three years prior to the protection date of personal data). To the knowledge this Agreement, none of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer officer, or employee of the Company or any of its Subsidiariesof, noror, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries other Person associated with or acting on behalf of the Company or any of its SubsidiariesSubsidiaries has, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to indirectly: (a) used any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither funds of the Company nor or any of its Subsidiaries norfor unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to the knowledge of the Company, political activity; (b) made any director, officer, employee, representative, agent unlawful payment to foreign or affiliate domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the Company or any of its Subsidiaries, or ; (c) violated any person or company acting on behalf provision of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Corrupt Practices Act of 20121977, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive similar Law; (d) established or regulation pursuant to the authority maintained any unlawful fund of any monies or other assets of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect Subsidiaries; (e) made any fraudulent entry on the books or records of the Company or any of its Subsidiaries; or (f) made any unlawful bribe, unlawful rebate, unlawful payoff, unlawful influence payment, unlawful kickback or other unlawful payment to anti-money laundering Law is pending orany Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business, to obtain special concessions for the knowledge Company or any of its Subsidiaries, to pay for favorable treatment for business secured or to pay for special concessions already obtained for the Company or any of its Subsidiaries, except, in each case referred to in clauses (a) through (f), where such acts, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, threatened in writing.
Appears in 2 contracts
Sources: Merger Agreement (Cenveo, Inc), Merger Agreement (Cadmus Communications Corp/New)
Permits; Compliance with Laws. (a) Each Group Company is (i) Parent and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals approvals, listings, registrations, clearances, orders and orders of any Governmental Authority other authorizations necessary for such Group Company Parent and its Subsidiaries to own, lease, lease and operate and use its their respective properties and assets or and to carry on its business their respective businesses as it is now being conducted other than those under and pursuant to all applicable Laws (the lack “Parent Permits”), (ii) all such Parent Permits are in full force and effect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of Parent, threatened, except where the failure to be in possession of, failure to be in full force and effect or the suspension, cancellation, withdrawal or revocation thereof has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.
(b) No Group Company is Since January 1, 2019, Parent and its Subsidiaries have been and are in defaultcompliance with (i) all applicable Laws and (ii) all Parent Permits, breach or violation of except where any Material Company Permitfailure to be in such compliance has not had, in each case except for any such default, breach or violation that individually, or in the aggregate, and would not reasonably be expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) Each Group Company Since January 1, 2019 through the date of this Agreement, to the Knowledge of Parent, neither Parent nor any of its Subsidiaries nor any of their respective directors, officers or employees, has received any written or oral notification from a Governmental Authority asserting that Parent or any of its Subsidiaries is, or is suspected of, alleged to be or under investigation for being, not in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyrightParent Permits.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 2 contracts
Sources: Merger Agreement (Middleby Corp), Merger Agreement (Welbilt, Inc.)
Permits; Compliance with Laws. (a) Each Group Except as set forth on Schedule 5.10, the Company is in possession of and each Subsidiary possess all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptionsexemptions, consents, certificates, approvals and orders of any Governmental Authority necessary for such Group Company Authorities required under applicable Laws to own, lease, lease and operate and use its properties and assets or and to carry on its business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”the "Permits"); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Lawand there is no application, export restrictionspetition, anti-boycott regulations or embargo regulation.
(i) No objection, claim, action, suit suit, proceeding or proceeding investigation by or before with any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened regarding suspension, cancellation, limitation, restriction or revision of any such Permits or a declaration of any such Permit as invalid; provided that this provision does not apply with respect to Permits required under Environmental Laws, which are governed by Section 5.15 hereof. Except as set forth on Schedule 5.10, the Company and each Subsidiary is, and has been since September 30, 2001, in writingcompliance in all material respects with such Permits and with all Laws and Orders applicable to it or by or to which any of its properties or assets is bound or subject and neither the Company nor any Subsidiary has received any notice alleging non-compliance (other than (i) ERISA and other Laws regarding employee benefit matters, which are governed by Section 5.12 hereof, (ii) Environmental Laws, which are governed by Section 5.15 hereof, (iii) Labor Laws, which are governed by Section 5.17 hereof, (iv) Tax Laws, which are governed by Section 5.20 hereof, and (v) Health Care Regulatory Laws, which are governed by Section 5.21 hereof). The Company has filed all necessary reports and maintained and retained all necessary records pertaining to the Permits, except where the failure to file, maintain or retain such reports or records would not reasonably be expected to have a Material Adverse Effect. None of the Permits will lapse, terminate or expire as a result of the performance of this Agreement by the Company or the consummation of the transactions contemplated hereby.
Appears in 2 contracts
Sources: Merger Agreement (Iasis Healthcare Corp), Merger Agreement (Biltmore Surgery Center Holdings Inc)
Permits; Compliance with Laws. (ai) Each Group The Company is and its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptionsexemptions, consents, certificates, approvals approvals, registrations, clearances, orders and orders of any Governmental Authority other authorizations necessary for such Group the Company and its Subsidiaries to own, lease, lease and operate and use its their respective properties and assets or and to carry on its business their respective businesses as it is now being conducted other than those conducted, under and pursuant to all applicable Laws (the lack “Company Permits”), (ii) all such Company Permits are in full force and effect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of, failure to be in full force and effect or the suspension, cancellation, withdrawal or revocation thereof has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Since December 31, 2014, the Company is and its Subsidiaries have been and are in defaultcompliance with (i) all applicable Laws and (ii) all Company Permits, breach or violation of except where any Material Company Permitfailure to be in such compliance has not had, in each case except for any such default, breach or violation that individually, or in the aggregate, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (includingSince December 31, without limitation2014 through the date of this Agreement, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent none of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries noror, to the knowledge Knowledge of the Company, any directorof their respective directors, officerofficers or employees, employeehas received any written or, representative, agent or affiliate to the Knowledge of the Company or any of its SubsidiariesCompany, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any oral notification from a Governmental Authority involving asserting that the Company or any of its Subsidiaries is not in compliance with respect any Laws or Company Permits, except where any failure to anti-money laundering Law is pending orbe in such compliance has not had, and would not reasonably be expected to have, individually or in the knowledge of the Companyaggregate, threatened in writinga Company Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Rockwell Collins Inc)
Permits; Compliance with Laws. (a) Each Except as would not have a Material Adverse Effect, each Group Company is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders ("Permits") of any Governmental Authority necessary for such Group Company it to own, lease, operate and use its properties and assets or to lawfully carry on its business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As ) as of the date hereof, no hereof (other than Permits which are being or will be applied for or obtained in the ordinary course in connection with the opening of the relevant restaurant location). No suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Except as would not have a Material Adverse Effect, no Group Company is in default, breach or violation of any Material Company Permit, Law applicable to it in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, including without limitation, (iA) any Laws applicable to its business and (iiB) any Laws related to the protection of personal data)) or by which any of its share, security, equity interest, property or asset is bound or affected. To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority in writing of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(dc) All approvals ofExcept as would not have a Material Adverse Effect, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, no Group Company or any directors, officers, employees or agents that act on behalf of a Group Company (the “Company Representative”) have violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any Government Official or to any Person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a Person:
(i) for the purpose of: (A) influencing any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of their lawful duties; (C) securing any improper advantage; (D) inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or
(ii) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks or other ultimate beneficial owners unlawful or improper means of obtaining business or any improper advantage.
(d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law. No Group Company or any Company Representative has received any notice, request or citation for any actual or potential noncompliance with any of the foregoing in this Section 3.06(d).
(e) No officer, director or employee of any Group Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plansis a Government Official.
(f) Neither Each Group Company has maintained complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties and, Government Officials to the Company, any of its Subsidiaries or any director, officer or employee of the extent as required by GAAP.
(g) No Group Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company Representative (i) is currently subject to or the target of any U.S. economic sanctions administered by the office Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”)Department; or (ii) has violated violated, or operated not in compliance with, any applicable Sanctions or anti-money laundering Law, anti-terrorism Laweconomic sanctions, export restrictions, anti-boycott regulations or embargo regulationregulations.
(ih) No actionThis Section 3.06 does not relate to Taxes, suit or proceeding by or before any Governmental Authority involving which are the Company or any subject of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writingSection 3.15.
Appears in 2 contracts
Sources: Merger Agreement (Country Style Cooking Restaurant Chain Co., Ltd.), Merger Agreement (Country Style Cooking Restaurant Chain Co., Ltd.)
Permits; Compliance with Laws. (a) Each Group The Company and each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easementscertificates, variances, exceptionsexemptions, consentsapprovals, certificatesorders, approvals registrations and orders clearances of any Governmental Authority Entity (each, a “Permit”) necessary for such Group the Company and each Company Subsidiary to own, lease, lease and operate and use its properties and assets or assets, and to carry on and operate its business businesses as it is now being currently conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All and all such Material Company Permits are valid and in full force and effect, except for any where the failure to possess, or the failure to be valid or in full force and effect that of, any Company Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Since January 1, 2016, the Company is and each of the Company Subsidiaries has been in defaultcompliance with all Laws applicable to the Company, breach or violation of any Material the Company PermitSubsidiaries and their respective businesses and activities, in each case except for any such defaultnon-compliance that has not had, breach or violation that individuallyand would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group neither the Company, nor the Company has received Subsidiaries, nor any written notice of their respective employees, representatives or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patentagents (in each case, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities acting in the People’s Republic capacity of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by an employee or representative of the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange Subsidiaries) has (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
i) used any funds (e) The directors, officers and employees of the Group Companies, and to the knowledge whether of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject Subsidiaries or otherwise) for unlawful contributions, gifts, entertainment or other unlawful expenses relating to the requirements political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or (iii) violated any provision of SAFE Circular 37 any Anti-Corruption Laws or any other SAFE Rules and Regulationsrules or regulations promulgated thereunder, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries anti-money laundering laws or any directorrules or regulations promulgated thereunder or any applicable Law of similar effect. Since January 1, officer or employee of 2016, the Company or has not received any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner communication that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of alleges any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (West Marine Inc)
Permits; Compliance with Laws. (a) Each Group of the Company and its Subsidiaries holds and is (and has been during the past three years) in possession of compliance, in all franchisesmaterial respects, grantswith all permits, authorizationscertificates, licenses, permitsapprovals, easementsregistrations, varianceswaivers, exceptionsexemptions and other authorizations that are material to the Company or any of its Subsidiaries and required for the use, consents, certificates, approvals ownership and orders operation of any Governmental Authority necessary for such Group the assets of the Company to own, lease, operate and use its properties Subsidiaries and assets or to carry on its the conduct of their business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect under applicable Laws (the “Material Company Permits”). As All of the date hereofPermits are valid and in full force and effect and, no suspension during the prior three years, neither the Company nor any of its Subsidiaries or cancellation Affiliates has received any written notice of, and to the knowledge of the Company, neither the Company nor any of its Subsidiaries is under investigation by, any Governmental Body with respect to, any material violation of, or any obligation to take material remedial action under, any Permits (other than any such violations that have been fully cured).
(b) The Company and its Subsidiaries are, and have been during the prior three years, in compliance, in all material respects, with all applicable Laws that are, in each case, material to the Company or any of its Subsidiaries, and during the prior three years, neither the Company nor any of its Subsidiaries or Affiliates has received any written notice of any action or proceeding against it alleging any failure to comply in any material respect with any such applicable Laws. No investigation by any Governmental Body with respect to the Company or any of the Material Company Permits its Subsidiaries is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities withduring the prior three years, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither neither the Company nor any of its Subsidiaries noror Affiliates has received any written notice of any such investigation, except, in each case, for any such investigation that would not reasonably be expected to be material to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writingtaken as a whole.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Firstenergy Corp), Purchase and Sale Agreement (Firstenergy Corp)
Permits; Compliance with Laws. (a) Each Group The Company and each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easementscertificates, variances, exceptions, consents, certificatesexemptions, approvals and orders of any Governmental Authority Entity (each, a “Permit”) necessary for such Group the Company and each Company Subsidiary to own, lease, lease and operate and use its properties and assets or assets, and to carry on and operate its business businesses as it is now being currently conducted other than those as of the lack thereof date hereof (the “Company Permits”), and all such Company Permits are in full force and effect, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”)Effect. As of the date hereof, no No suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All threatened in writing and no such Material Company Permits are valid and suspension or cancellation will result from the transactions contemplated by this Agreement, in full force and effect, each case except for any failure to be valid or in full force and effect that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group The Company and each of the Company Subsidiaries is in defaultcompliance with all Laws applicable to the Company, breach the Company Subsidiaries and their respective businesses and properties or violation of any Material Company Permitassets, in each case except for any such defaultas would not, breach or violation that individually, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no investigation, review or proceeding by any Governmental Entity with respect to the Company or any of the Company Subsidiaries or their operations is pending or, to the Company’s knowledge, threatened in writing, and, to the Company’s knowledge, no Governmental Entity has indicated an intention to conduct the same.
(c) Each Group Company is in compliance in all material respects with applicable Law (includingExcept as would not, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice individually or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material aggregate, reasonably be expected to the Group Companies taken as have a whole and required to be made by Company Material Adverse Effect, neither the Company or its Subsidiaries in respect nor any of the Company and its Subsidiaries and their capital structure and operationsSubsidiaries, including but not limited to registrations with the State Administration for Industry and Commercenor, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company’s knowledge, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its the Company Subsidiaries, norhas (i) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to the knowledge political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, or (iii) taken any action, directly or indirectly, that would constitute a violation in any material respect by such Persons of the CompanyForeign Corrupt Practices Act of 1977 and the rules and regulations thereunder (the “FCPA”), any agent including making use of the Company mails or any means or instrumentality of its Subsidiaries acting on behalf interstate commerce corruptly in furtherance of the Company or any of its Subsidiariesan offer, have offeredpayment, paid, promised promise to pay or authorized authorization of the payment of any money money, or other property, gift, promise to give, or authorization of the giving of anything else of value, whether directly or through another person, value to any person “foreign official” (as such term is defined in the FCPA) or any manner that would constitute foreign political party or official thereof or commercial bribery or an illegal kickbackany candidate for foreign political office, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge contravention of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulationFCPA.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 2 contracts
Sources: Merger Agreement (Ps Business Parks, Inc./Md), Merger Agreement (QTS Realty Trust, Inc.)
Permits; Compliance with Laws. (a) Each Group Company Except as set forth in Section 4.06(a) of the Disclosure Schedule, each of the Company, the Operating Partnership and the other Subsidiaries and, to the knowledge of the Company, the JV Entities, is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for such Group Company it to own, lease, lease and operate and use its properties and assets or to carry on its business as it is now being conducted other than those (collectively, the lack thereof “Permits”), and all such Permits are valid and in full force and effect, except where the failure to possess the Permits, or the suspension or cancellation of, any of the Permits would not, individually or in the aggregate, be reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”)Effect. As of the date hereof, no No suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All , and no such Material Company Permits are valid and suspension or cancellation will result from the transactions contemplated by this Agreement, except, in full force and effecteach case, except for any failure to be valid or in full force and effect that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company Except as set forth in Section 4.06(b) of the Disclosure Schedule, none of the Company, the Operating Partnership, any other Subsidiary nor, to the knowledge of the Company, any JV Entity is in conflict with, or in default, breach or violation of, (i) any Laws applicable to the Company, the Operating Partnership, any other Subsidiary or, to the knowledge of the Company, any Material Company JV Entity, or by which any property or asset of the Company, the Operating Partnership, any other Subsidiary or, to the knowledge of the Company, any JV Entity is bound or (ii) any Permit, in each case except for any such defaultconflicts, breach defaults, breaches or violation that individuallyviolations which would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 2 contracts
Sources: Merger Agreement (Eop Operating LTD Partnership), Merger Agreement (Eop Operating LTD Partnership)
Permits; Compliance with Laws. (a) Except with respect to ERISA, Taxes, and environmental Liabilities, which are the subject of Sections 4.12, 4.14 and 4.15, respectively, the Company and its Subsidiaries are in compliance in all material respects with all Laws of any Governmental Body applicable to their respective businesses or operations. Except with respect to immaterial violations of any Laws, neither the Company nor any of its Subsidiaries has, during the three-year period immediately preceding the date of this Agreement, received any written notice of, has Knowledge of or has been charged with, the violation of any Laws.
(b) Each Group of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, registrations, approvals and orders other permits of any Governmental Authority Entity (“Permits”) necessary for such Group Company it to own, lease, lease and operate and use its properties and assets or to carry on its business as it is now being conducted other than those (collectively, the lack thereof “Company Permits”), except where the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereofEffect, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All and all such Material Company Permits are valid and in full force and effect. Neither the Company nor any of its Subsidiaries is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation or give to others any right of revocation, non-renewal, adverse modification or cancellation, with or without notice or lapse of time or both) of any term, condition or provision of any Permit to which it is a party, except for any failure to be valid where such default or in full force and effect that violation would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(bc) No Group The Company is in defaultthe authorized legal holder or otherwise has rights to all Permits required by the Federal Communications Commission (the “FCC”), breach any State PUC or violation of any Material Company Permit, other Governmental Entity that regulates telecommunications in each case except jurisdiction in which the Company is operating (collectively, “Communications Licenses”), and the Communications Licenses constitute all of the licenses from the FCC, the State PUCs or any other Governmental Entity that regulates telecommunications in each such jurisdiction that are necessary or required for any such default, breach or violation that individually, or used in the aggregateoperation of the business as presently conducted by the Company, other than (i) such licenses the absence of which would not reasonably be expected to have result in a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); Affect or (ii) has violated such licenses from any applicable Sanctions municipal franchising authority or anti-money laundering Lawsimilar Governmental Entity, anti-terrorism Lawthe absence of which would not result in any fines, export restrictionspenalties, anti-boycott regulations or embargo regulation.
(i) other losses in excess of $5,000 individually or $50,000 in the aggregate and which are obtained in the ordinary course of business. All the Communications Licenses were duly obtained and are valid and in full force and effect, and not subject to any material condition, except those conditions that may be contained within the terms of such Communications Licenses or related Laws. No action, suit or proceeding action by or before the FCC, any Governmental Authority involving the Company State PUC or any of its Subsidiaries with respect to anti-money laundering Law other Governmental Entity that regulates telecommunications in each applicable jurisdiction is pending or, to the knowledge Knowledge of the Company, threatened, in which the requested remedy is (i) the revocation, suspension, cancellation, rescission or modification or refusal to renew any Communications Licenses, or (ii) material fines and/or forfeitures. The Universal Service Administrative Company has not initiated any inquiries, audits or other proceedings against the Company and, to the Knowledge of the Company, no such actions are threatened which, in writingeach case, would result in fines, penalties or other losses in excess of $5,000 individually or $50,000 in the aggregate, if not cured or otherwise responded to in the ordinary course of business.
Appears in 2 contracts
Sources: Merger Agreement (American Fiber Systems, Inc.), Merger Agreement (Fibernet Telecom Group Inc\)
Permits; Compliance with Laws. (ai) Each Group The Company is in possession of and each Company Subsidiary hold all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals approvals, product listings, registrations, clearances, Orders and orders of other authorizations, including any Governmental Authority supplements and amendments thereto, necessary for such Group the Company and each Company Subsidiary to own, lease, lease and operate and use its their respective properties and assets in accordance with all Laws or to carry on its business as it is now being conducted other than those the lack thereof would not, individually or their respective businesses in the aggregate, reasonably be expected to have a Company Material Adverse Effect accordance with all Laws (the “Material Company Permits”). As of ) except where the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid obtain or in full force and effect that have any such Company Permit would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
, (bii) No Group all such Company is Permits are in defaultfull force and effect, breach or violation of any Material Company Permitexcept as would not, in each case except for any such default, breach or violation that individually, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (iiii) there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any Laws applicable to its business right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit and (iiiv) any Laws related to the protection of personal data). To the knowledge of the Companyno modification, no Group Company has received any written notice suspension, cancellation, withdrawal or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law revocation thereof is pending or, to the knowledge Knowledge of the Company, threatened threatened. The consummation of the transactions contemplated hereby, will not cause the revocation or cancellation of any Company Permit that is material to the Company.
(b) The Company and each Company Subsidiary are, and have been since the Reference Date, in writingcompliance with (i) all Laws and (ii) all Company Permits, except, for each of (i) and (ii), where any failure to be in such compliance (A) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations in accordance with this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated hereby.
(c) Since the Reference Date, neither the Company nor any Company Subsidiary or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority or other Person asserting that the Company or any Company Subsidiary is, or is suspected of, alleged to be or under investigation for being, not in compliance with any Laws or Company Permits, except any such non-compliance that would not be reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Asensus Surgical, Inc.), Merger Agreement (Asensus Surgical, Inc.)
Permits; Compliance with Laws. (a) Each Group Company Except with respect to Environmental Laws, Taxes and regulatory compliance, which are the subjects of Section 3.07, Section 3.09, Section 3.11 and Section 3.12, the Business is in compliance in all material respects with all Laws and Governmental Orders applicable to it, its properties or other assets or its business or operations.
(b) The Business has in effect and in possession of all franchisesgrants, grantsapprovals, clearances, authorizations, certificates, filings, franchises, licenses, notices, permits, registrations, product listings, easements, variances, exceptions, exemptions, consents, certificates, approvals orders and orders other authorizations of any or with all Governmental Authority Authorities necessary for such Group Company the Business to own, lease, lease or operate and use its properties and assets or to carry on its business activities and operations as it is now being currently conducted other than those the lack thereof would notwith respect to Products in accordance with all Laws (collectively, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of , including all Permits under the date hereofFDCA, no suspension or cancellation of any of the Material Company Permits is pending orand, to the knowledge of the Company, threatened. All all such Material Company Permits are valid and in full force and effect, except for any where the failure to have such Permits or their failure to be valid or in full force and effect that would not, individually or in the aggregateaggregate would not be materially adverse to the Business or the Purchased Assets, reasonably be expected taken as a whole. Since January 1, 2017, with respect to have a Company Material Adverse Effect.
the Business, there has not occurred any default (bwith or without notice or lapse of time or both) No Group Company is in defaultunder, breach or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, or violation of of, any Material Company Permit, in each case except for any such default, breach default or violation that individually, individually or in the aggregate, aggregate has not had and would not reasonably be expected to have a Company Seller Material Adverse Effect. As of the date of this Agreement, with respect to the Business or Purchased Assets, there is no suspension, cancellation, withdrawal or revocation thereof that is pending or threatened in writing, or any failure to comply with all Permits that would impair in any material respect the ability of Parent or its Affiliates to perform its obligations in accordance with this Agreement or to consummate the transactions, or prevent or materially delay the consummation of any of the transactions contemplated hereby. The consummation of the transactions contemplated by this Agreement, in and of itself, does not require the approval of any Governmental Authority that has issued or authorized any Permit and would not cause the revocation or cancellation of any Permit, except in each case as individually or in the aggregate would not reasonably be expected to have a Seller Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Minerva Surgical Inc), Asset Purchase Agreement (Minerva Surgical Inc)
Permits; Compliance with Laws. (a) Each Group (i) The Company is and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals approvals, registrations, clearances, orders and orders of any Governmental Authority other authorizations necessary for such Group the Company and its Subsidiaries to own, lease, lease and operate and use its their respective properties and assets under and pursuant to all applicable Laws or to carry on its business their respective businesses as it is now being conducted other than those conducted, under and pursuant to all applicable Laws (the lack “Company Permits”), (ii) all such Company Permits are in full force and effect, and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened, in each case, except where the failure to be in possession of, failure to be in full force and effect or the suspension, cancellation, withdrawal or revocation thereof (A) has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, and (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to B) would not reasonably be valid or in full force and effect that would notexpected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.
(b) No Group Since December 31, 2015, the Company is and its Subsidiaries have been and are in default, breach or violation of any Material compliance with (i) all applicable Laws and (ii) all Company PermitPermits, in each case case, except for where any failure to be in such defaultcompliance (A) has not had, breach or violation that individually, or in the aggregate, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, and (B) would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.
(c) Each Group Company is in compliance in all material respects with applicable Law (includingSince December 31, without limitation2015, (i) any Laws applicable to its business and (ii) any Laws related to through the protection date of personal data). To the knowledge of the Companythis Agreement, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent none of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries noror, to the knowledge Knowledge of the Company, any directorof their respective directors, officerofficers or employees, employeehas received any written or, representative, agent or affiliate to the Knowledge of the Company or any of its SubsidiariesCompany, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any oral notification from a Governmental Authority involving asserting that the Company or any of its Subsidiaries is not in compliance with, or is under investigation with respect to antiany failure to comply with, any applicable Laws or Company Permits or notifying the Company or any of its Subsidiaries regarding an investigation of possible non-money laundering Law is pending orcompliance, except where any failure to be in such compliance (i) has not had, and would not reasonably be expected to have, individually or in the knowledge aggregate, a Company Material Adverse Effect, and (ii) would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of any of the Company, threatened in writingMerger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Merger Agreement (International Flavors & Fragrances Inc)
Permits; Compliance with Laws. (a) Each Group After giving effect to the Nycomed ----------------------------- Acquisition, the Company is will have or will be in possession the process of having transferred to it all franchises, grantsauthorizations, authorizationsapprovals, orders, consents, licenses, certificates, permits, easementsregistrations, variances, exceptions, consents, certificates, approvals qualifications or other rights and orders of any Governmental Authority privileges (collectively "Permits") necessary for such Group Company to own, lease, operate permit it to own its ------- property and use its properties and assets or to carry on conduct its business as it is now being proposed to be conducted other than those the lack thereof would not, individually or in the aggregate, reasonably and all such Permits will be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or . Except as disclosed in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(bSection 2.17(i) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the CompanyDisclosure Schedule, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply Permit is subject to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken termination ------------------------------------------ as a whole and required to be made by result of the Company execution of this Agreement or its Subsidiaries the consummation of the transactions contemplated hereby including the Nycomed Acquisition. Except as disclosed in respect Section 2.17(ii) of the Disclosure Schedule, the Company and its Subsidiaries the ------------------------------------------- Acquired Business are now and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have heretofore been duly completed materially in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects compliance with all applicable PRC Laws regarding statutes, ordinances, orders, rules and regulations promulgated by any federal, state, municipal or other governmental authority, which apply to the contribution and payment conduct of its registered capital.
(etheir businesses. Except as disclosed in Section 2.17(iii) The directors, officers and employees of the Group Companies------------------------ Disclosure Schedule, and neither the Company nor the Acquired Business has ever ------------------- entered into or been subject to the knowledge any judgment, consent decree, compliance order or administrative order with respect to any aspect of the Companybusiness, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 affairs, properties or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee assets of the Company or the Acquired Business or received any of its Subsidiariesrequest for information, nornotice, to the knowledge of the Companydemand letter, administrative inquiry or formal or informal complaint or claim from any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries regulatory agency with respect to anti-money laundering Law is pending orany aspect of such business, to the knowledge of the Companyaffairs, threatened in writingproperties or assets.
Appears in 1 contract
Sources: Stock Purchase Agreement (Albany Molecular Research Inc)
Permits; Compliance with Laws. (ai) Each Group of SMI and the Company is in possession of has all franchises, grantsauthorizations, authorizationsapprovals, orders, consents, licenses, certificates, permits, easements, variances, exceptions, consentsregistrations, certificates, approvals approvals, qualifications or other rights and orders privileges (collectively "Permits") necessary to permit the ownership of the properties involved therein and the conduct of the Business as the same is presently conducted, except to the extent that the absence of any Governmental Authority necessary for such Group Company to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted other than those the lack thereof would notPermit, individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect (the “Material Company Permits”)Effect. As A listing of such Permits is set forth in Section 2.1(q) of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatenedDisclosure Schedules. All such Material Company Permits are valid and in full force and effect, and SMI and the Company are in compliance with their obligations under such Permits, except for to the extent the absence of any such Permit or the failure to so be valid or in full force and effect that would notcompliance, individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect. Except as set forth in Section 2.1(q) of the Disclosure Schedules, no Permit is subject to termination or would be adversely affected as a result of the performance of the obligations arising pursuant to the Agreement or consummation of the transactions contemplated hereby.
(bii) No Group Except as set forth in Section 2.1(q) of the Disclosure Schedules, to the knowledge of SMI, each of SMI, the Company and La Loren is presently in defaultcompliance in all respects, breach or violation of any Material Company Permitand during the past four years has been in compliance, in each case with all applicable Laws, except for any such defaultwhere the failure to so comply, breach or violation that individually, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to . Neither SMI nor the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice of a violation or communication from any applicable Governmental Authority alleged violation of any material non-compliance with any applicable Laws or Material Company Permits that has not been curedsuch Law. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by Neither SMI nor the Company has entered into or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 any judgment, injunction, ruling, consent decree, stipulation, compliance, order or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries administrative order with respect to anti-money laundering any Law is pending oror received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to the knowledge of the Company, threatened in writingany Law.
Appears in 1 contract
Sources: Purchase Agreement (Dial Corp /New/)
Permits; Compliance with Laws. (a) Each Group of the Company and its Subsidiaries holds and is (and has been during the past three (3) years) in possession of compliance, in all franchisesmaterial respects, grantswith all permits, authorizationscertificates, licenses, permitsapprovals, easementsregistrations, varianceswaivers, exceptionsexemptions and other authorizations that are material to the Company or any of its Subsidiaries and required for the use, consents, certificates, approvals ownership and orders operation of any Governmental Authority necessary for such Group the assets of the Company to own, lease, operate and use its properties Subsidiaries and assets or to carry on its the conduct of their business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect under applicable Laws (the “Material Company Permits”). As All of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effecteffect and, except for during the prior three (3) years, neither the Company nor any failure of its Subsidiaries or Affiliates has received any written notice of, and to be valid the Knowledge of Company, neither the Company nor any of its Subsidiaries is under investigation by, any Governmental Authority with respect to, any material violation of, or in full force and effect any obligation to take material remedial action under, any Permits (other than any such violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectbeen fully cured).
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the The Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commissionare, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed during the prior three (3) years, in accordance with applicable PRC Laws compliance, in all material respects. Each Onshore Subsidiary has complied in all material respects , with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directorsthat are, officers and employees of the Group Companiesin each case, and material to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, norand during the prior three (3) years, neither the Company nor any of its Subsidiaries or Affiliates has received any written notice of any action or proceeding against it alleging any failure to the knowledge of the Companycomply in any material respect with any such applicable Laws. Except as set forth on Schedule 2.17, no investigation by any agent of Governmental Authority with respect to the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another personis pending or, to any person in any manner that would constitute official or commercial bribery or an illegal kickbackthe Knowledge of Company, or would otherwise violate any Applicable Anti-Bribery Law.
threatened, and during the prior three (g3) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither years, neither the Company nor any of its Subsidiaries noror Affiliates has received any written notice of any such investigation, except, in each case, for any such investigation that would not reasonably be expected to be material to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of and its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each taken as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulationa whole.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each Group Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for such Group Company to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company All Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable pursuant to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of which the Company or any of its SubsidiariesSubsidiaries currently operates or holds any interest in their respective assets or properties, nor, to or (ii) which are required for the knowledge operation of the Company, any agent business of the Company or any of its Subsidiaries acting on behalf or the holding of any such interest and the lack of which is material to the operation of the business of the Company or any of its SubsidiariesSubsidiaries , have offeredhas been issued or granted to the Company or such Subsidiary, paid, promised and all such Permits are in full force and effect and constitute all Permits required to pay permit the Company or authorized the payment of such Subsidiary to operate or conduct its business as it is currently conducted and hold any money interest in its properties or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Lawassets.
(gb) The Company and each of its Subsidiaries is in compliance in all material respects with, and has maintained complied in all material respects with, and as of the date of this Agreement has not received any written notices of violation with respect to, any Law with respect to the conduct of its business, or the ownership or operation of its business (including the keeping of all required registers and timely filing or delivery of all required documents under the provisions of any applicable Law). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is under investigation with respect to, has been threatened to be charged with, nor has been given notice of, any violation of any Law. To the Knowledge of the Company, there are no facts or circumstances that could form the basis for any such violation.
(c) The Company and each of its Subsidiaries has at all times conducted its export and import transactions in accordance, in all material respects, with all applicable Export and Import Control Laws. Without limiting the foregoing:
(i) the Company and each of its Subsidiaries has obtained and is in compliance, in all material respects, with the terms of all applicable Export and Import Approvals;
(ii) there are no pending or, to the Company’s Knowledge, threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Company or any Subsidiary with respect to such Export and Import Approvals;
(iii) there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export or import transactions that would reasonably be expected to give rise to any future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under the Export and Import Control Laws;
(iv) no approval from a Governmental Authority for the transfer of Export and Import Approvals to Buyer are required or cannot be obtained reasonably expeditiously without material cost;
(v) the Company has established and maintains a compliance program and reasonable internal controls and procedures appropriate to the requirements of Export and Import Control Laws; and
(vi) Section 4.19(c) of the Disclosure Schedule sets forth a complete and accurate books list of all export control classifications, Harmonized Tariff Section Codes, and records Section B Codes applicable to the Company’s Products and effective internal controls in accordance with the Applicable Anti-Bribery LawsCompany Intellectual Property.
(hd) Neither the Company nor any of its Subsidiaries nor(including any of their officers, directors, employees and, to the knowledge Knowledge of the Company, any directorof their agents, officerdistributors, employeeor other Persons associated with or acting on their behalf) has, representativedirectly or indirectly, agent used any corporate funds for unlawful contributions, gifts, entertainment or affiliate other unlawful expenses relating to political activity, made any unlawful payment to foreign or domestic government officials or employees or made any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, or taken any action which would cause it to be in violation of taken any action which would cause it to be in violation of any Anti-Corruption and Anti-Bribery Laws. There are no pending or, to the Company’s Knowledge, threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Company with respect to any Anti-Corruption and Anti-Bribery Laws. There are no actions, conditions or circumstances pertaining to the Company’s activities that would reasonably be expected to give rise to any future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under any Anti-Corruption and Anti-Bribery Laws. The Company has established and maintains a compliance program and reasonable internal controls and procedures appropriate to the requirements of Anti-Corruption and Anti-Bribery Laws.
(e) The Company and its Subsidiaries do not meet the criteria set forth in: (i) Section 17(a) of the Israeli Restrictive Trade Practices Law, 1988; or (ii) Section 9 of the Israeli Restrictive Trade Practices Regulations (Registration, Publication and Reporting of Transactions), 2004, promulgated thereunder, and assuming that (A) Buyer and its Subsidiaries do not meet the criteria set forth in Section 17(a) of the Israeli Restrictive Trade Practices Law, 1988, or Section 9 of the Israeli Restrictive Trade Practices Regulations (Registration, Publication and Reporting of Transactions), 2004, promulgated thereunder, and (B) the Acquisition and the other transactions contemplated by this Agreement are not subject to the criteria set forth in Section 17 of the Israeli Restrictive Trade Practices Law, 1988, by virtue of the market share of Buyer, the Acquisition does not require a pre-merger filing with the Israeli Commissioner of Restrictive Trade Practices and no waiting period or, with respect to the Company or any of its Subsidiaries, any other action or any person or company acting on behalf of Consent is required under the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Israeli Restrictive Trade Practices Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation1988.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Permits; Compliance with Laws. Except as set forth on Schedule 3.09:
(a) Each Group of the Company and its Subsidiaries holds and is in possession of compliance in all franchises, grants, authorizationsmaterial respects with all permits, licenses, permits, easements, variances, exceptionsapprovals, consents, certificatesaccreditations, approvals waivers, exemptions and orders authorizations of any Governmental Authority necessary for such Group Body that are material to the Company to own, lease, operate and use its properties and assets or to carry on its business Subsidiaries taken as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect whole (the “Material Company Permits”)) required in connection with the conduct of its business under applicable Laws. As All of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effecteffect and, except for any failure to the Company’s knowledge, none of the Permits are reasonably expected to be valid terminated as a result of, or in full force connection with, the consummation of the Transactions. Neither the Company nor any of its Subsidiaries is in material default under any such Permit and effect no condition exists that, with the giving of notice or lapse of time or both, would constitute a material default under such Permit, and there is no proceeding pending or, to the Company’s knowledge, threatened, that would not, individually or result in the aggregatetermination, reasonably be expected to have revocation, suspension or the imposition of a Company Material Adverse Effectmaterial restriction on any such Permit or the imposition of any material fine, penalty or other sanction for violation of any such Permit.
(b) No Group The Company is in defaultand its Subsidiaries are, breach or violation of any Material Company Permitand have been since January 1, in each case except for any such default2016, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with all applicable Law (includingLaws. Since January 1, without limitation2016, (i) neither the Company nor any Laws applicable to of its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company Subsidiaries has received any written notice or communication from any applicable Governmental Authority of any action, suit, investigation or legal proceeding against it alleging any failure to comply in any material non-compliance respect with any applicable Laws or Material Company Permits that has not been curedsuch Laws. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of To the Company’s knowledge, no investigation by any other ultimate beneficial owners of the Company who are PRC residents subject Governmental Body and no action, suit or litigation proceeding, in each case with respect to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, noris pending or threatened, and, to the knowledge of the Company’s knowledge, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiariessince January 1, have offered2016, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, has received any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target written notice of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of Statesuch investigation, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before litigation proceeding, except, in each case, for any Governmental Authority involving such investigation that, if adversely determined, would not be material to the Company or any of and its Subsidiaries with respect taken as a whole and would not reasonably be expected to anti-money laundering Law is pending orprevent, to materially delay or materially impair the knowledge ability of the Company, threatened in writingCompany and its Subsidiaries to consummate the Transactions.
Appears in 1 contract
Permits; Compliance with Laws. (ai) Each Group The Company is in possession of and its Subsidiaries, or the management companies for the Company Properties, own and/or possess all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, permits, licenses (including liquor licenses), variances, authorizations, exemptions, orders, registrations and approvals and orders of any all Governmental Authority Entities (the “Permits”) necessary for such Group the Company and its Subsidiaries to own, lease, lease and operate and use its the properties and assets of the Company and its Subsidiaries or to carry on the business of the Company and its business Subsidiaries as it is now being conducted other than those by the lack thereof Company and its Subsidiaries, except where the failure to have such Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (Effect. All such Permits are in full force and effect. Neither the “Material Company Permits”). As nor any Subsidiary of the date hereofCompany has received notice that any suspension, no suspension modification or cancellation revocation of any of the Material Company Permits Permit is pending or, to the knowledge Knowledge of the Company, threatened. All threatened nor, to the Knowledge of the Company, do grounds exist for any such Material Company Permits are valid and in full force and effectaction, except for any failure to be valid such suspensions, modifications or revocations as would not, individually or in full force the aggregate, have a Company Material Adverse Effect.
(ii) Neither the Company nor any of its Subsidiaries has violated or failed to comply with any such Permit, or any Law, judgment, decree or order of any Governmental Entity applicable to its business, properties or operations, except for violations and effect failures to comply that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(biii) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge Knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by neither the Company or its Subsidiaries in respect nor any Subsidiary of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or nor any director, officer officer, agent or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent Subsidiary of the Company has taken any action, directly or indirectly, that would constitute a violation in any material respect by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any means or instrumentality of its Subsidiaries acting on behalf interstate commerce corruptly in furtherance of the Company or any of its Subsidiariesan offer, have offeredpayment, paid, promised promise to pay or authorized authorization of the payment of any money money, or other property, gift, promise to give, or authorization of the giving of anything else of value, whether directly or through another person, value to any person “foreign official” (as such term is defined in the FCPA) or any manner that would constitute foreign political party or official thereof or commercial bribery or an illegal kickbackany candidate for foreign political office, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge contravention of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulationFCPA.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each Group of the Company, the Operating Partnership and the other Subsidiaries of the Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for such Group each of the Company, the Operating Partnership or the other Subsidiaries of the Company to own, lease, lease and operate and use its properties and assets or to carry on its business as it is now being conducted other than those (collectively, the lack thereof would not"Permits"), individually or in and all the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any where the failure to be valid obtain and maintain the Permits, or in full force and effect that would notthe suspension or cancellation of any of the Permits, individually or in the aggregate, has not had or would not reasonably be expected to have a Company Material Adverse Effect.
(b) No Group None of the Company, the Operating Partnership or any other Subsidiary of the Company is in conflict with, or in default, breach or violation of, (i) any Laws applicable to the Company, the Operating Partnership or any other Subsidiary of the Company or by which any property or asset of the Company, the Operating Partnership or any other Subsidiary of the Company is bound, (ii) any Permit, or (iii) any Material Contract to which the Company, the Operating Partnership or any other Subsidiary of the Company Permitis a party or by which the Company, the Operating Partnership or any other Subsidiary of the Company or any property or asset of the Company, the Operating Partnership or any other Subsidiary of the Company is bound, except in each the case except of clauses (i), (ii) and (iii) for any such defaultconflicts, breach defaults, breaches or violation that individuallyviolations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to Effect or prevent or materially delay the protection of personal data). To the knowledge consummation of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyrightMerger.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Sources: Merger Agreement (Eagle Hospitality Properties Trust, Inc.)
Permits; Compliance with Laws. (ai) Each Group The Company is and each Company Subsidiary are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals approvals, product listings, registrations, Orders and orders of other authorizations, including any Governmental Authority supplements and amendments thereto, necessary for such Group the Company and each Company Subsidiary to own, lease, lease and operate and use its their respective properties and assets in accordance with all Laws or to carry on its business as it is now being conducted other than those their respective businesses in accordance with all Laws (the lack thereof “Company Permits”), except where the failure to obtain or have any such Company Permit would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All ii) all such Material Company Permits are valid and in full force and effect, except for any failure to as would not reasonably be valid or in full force and effect that would notexpected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (iii) there has occurred no material violation of, material default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit and (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened. The consummation of the transactions contemplated hereby will not cause the revocation or cancellation of any Company Permit that is material to the Company and its Subsidiaries, taken as a whole.
(b) No Group The Company is in defaultand each Company Subsidiary are, breach or violation of any Material Company Permitand have been since the Reference Date, in each case compliance with (i) all Laws and (ii) all Company Permits, except for where any failure to be in such defaultcompliance (A) has not had, breach or violation that individuallyand would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations in accordance with this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated hereby.
(c) The Company and each of its officers and directors, in their capacity as such, are in material compliance with, and have since the Reference Date, complied in all material respects with, (i) the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the related rules and regulations promulgated under such act or the Exchange Act and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ.
(d) Since the Reference Date, neither the Company nor any Company Subsidiary or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority or other Person asserting that the Company or any Company Subsidiary is, or is suspected of, alleged to be or under investigation for being, not in compliance in all respects with any Laws or Company Permits, except as would not have, or would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Permits; Compliance with Laws. (ai) Each Group The Company is and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals approvals, product listings, registrations, clearances, orders and orders of any Governmental Authority other authorizations necessary for such Group the Company and its Subsidiaries to own, lease, lease and operate and use its their respective properties and assets under and pursuant to all applicable Laws as currently owned, leased and operated, or to carry on its business their respective businesses as it is now being conducted other than those under and pursuant to all applicable Laws (the lack “Company Permits”), (ii) all such Company Permits are in full force and effect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of, failure to be in full force and effect or the suspension, cancellation, withdrawal or revocation thereof (A) has not been, and would notnot reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole and (B) would not reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would notto, individually or in the aggregate, reasonably be expected impair in any material respect the ability of the Company to have a Company Material Adverse Effectperform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.
(b) No Group The Company is and its Subsidiaries have been since January 1, 2015, and are in defaultcompliance with (i) all applicable Laws and (ii) all Company Permits, breach or violation of except where any Material Company Permitfailure to be in such compliance (A) has not been, in each case except for any such default, breach or violation that individually, or in the aggregate, and would not reasonably be expected to have be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company Material Adverse Effectto perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.
(c) Each Group Company is in compliance in all material respects with applicable Law (includingSince January 1, without limitation2015, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent none of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries noror, to the knowledge Knowledge of the Company, any directorof their respective directors, officerofficers or employees, employeehas received any written or, representative, agent or affiliate to the Knowledge of the Company or any of its SubsidiariesCompany, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury oral notification from a Governmental Authority or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving Person asserting that the Company or any of its Subsidiaries is, or is suspected of, alleged to be or under investigation for being, not in compliance in all material respects with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writingany Laws or Company Permits.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each Group The Company and each Company Subsidiary is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptionsexemptions, consents, certificates, approvals and orders of any Governmental Authority necessary for such Group Company to own, lease, own or lease and operate and use its properties and assets or to carry on its business as it is now being conducted other than those (collectively, the lack thereof “Permits”), and there is no claim, action, suit, proceeding or investigation pending or, to the Knowledge of Seller, threatened regarding any of the Permits, which would notreasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Except as would not reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereofhave, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, either individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group , none of the Permits will lapse, terminate or expire as a result of the consummation of the transactions contemplated hereby. The Company is in default, breach or violation of any Material and the Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is Subsidiaries are in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business the terms and (ii) any Laws related to the protection of personal data). To the knowledge conditions of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyrightPermits.
(db) All approvals ofExcept as set forth in Section 4.7(b) of the Disclosure Schedule, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commissioneach Company Subsidiary is, and at all times during the Ministry of Industry and Information Technology and their respective local counterpartslast three (3) years has been, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied compliance in all material respects with all applicable PRC Laws regarding Laws. During the contribution and payment last five (5) years, as of its registered capitalthe date of this Agreement, neither the Company nor any Company Subsidiary has received any written communication from any Governmental Entity that alleges that any such entity is not in compliance, in any material respect, with any applicable Law.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(fc) Neither the Company, Company nor any of its Subsidiaries or Company Subsidiary nor any director, to the Knowledge of Seller, officer or employee of the Company or any of its SubsidiariesCompany Subsidiary, nor, to the knowledge Knowledge of Seller, any agent or representative thereof, (i) has violated any Anti-Corruption Law within the past five (5) years in connection with the conduct of the Company, any agent of the Company ’s or any of its Subsidiaries acting on behalf of the Company or any of its SubsidiariesSubsidiary’s business, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) is or has violated any applicable transacted business directly or knowingly indirectly with a Sanctioned Person or otherwise in violation of Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
within the past five (i5) No action, suit or proceeding by or before any Governmental Authority involving years in connection with the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge conduct of the Company, threatened in writing’s or any Company Subsidiary’s business.
Appears in 1 contract
Sources: Stock Purchase Agreement (Fiesta Restaurant Group, Inc.)
Permits; Compliance with Laws. (a) Each Group The Company and each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easementscertificates, variances, exceptionsexemptions, consentsapprovals, certificatesorders, approvals registrations and orders clearances of any Governmental Authority Entity (each, a “Permit”) necessary for such Group the Company and each Company Subsidiary to own, lease, lease and operate and use its properties and assets or assets, and to carry on and operate its business businesses as it is now being currently conducted other than those (the lack thereof “Company Permits”), and all such Company Permits are valid and in full force and effect, in each case, except where the failure to have, or the failure to be in full force and effect of, any Company Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect. In addition, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) no notice of non-compliance with respect to any Company Permit has been received by the “Material Company Permits”). As and is pending and (ii) no circumstances exist which would result in a revocation or limitation of a Company Permit or which would lead to the imposition of conditions on the Company Permit.
(b) Since January 1, 2011, the Company and each of the date hereofCompany Subsidiaries has been in compliance with all Laws applicable to the Company, no suspension the Company Subsidiaries and their respective businesses and activities and with all Orders to which the Company or cancellation of any of the Company Subsidiaries are subject, in each case, except for such non-compliance that has not had, and would not, individually or in the aggregate, reasonably be expected to have a Company Material Company Permits is pending or, to Adverse Effect. To the knowledge of the Company, threatened. All no investigation by any Governmental Entity with respect to the Company or any Company Subsidiary is pending, nor has any Governmental Entity indicated to the Company or any Company Subsidiary an intention to conduct any such Material Company Permits are valid and in full force and effectinvestigation, except for any failure to be valid or in full force and effect that such investigations the outcomes of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related This Section 3.05 does not relate to the protection Company SEC Documents or financial statements, which are the subject of personal data). To Section 3.06; employee benefit matters, which are the knowledge subject of Section 3.12; Tax matters, which are the Companysubject of Section 3.14; environmental matters, no Group Company has received any written notice or communication from any applicable Governmental Authority which are the subject of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authoritySection 3.16; or pursuant to intellectual property matters, which are the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act subject of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulationSection 3.17.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Sources: Merger Agreement (Tellabs Inc)
Permits; Compliance with Laws. (a) Each Group The Company is in possession and each of its Subsidiaries possess all franchises, grants, authorizations, material licenses, permits, easements, variances, exceptions, consents, certificates, permits and other authorizations or approvals and orders from Governmental Authorities required by applicable provisions of any Governmental Authority Laws necessary for such Group Company to ownthe operation of the Business (collectively, lease, operate and use its properties and assets or to carry on its business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation None of any of the Material Company such Permits have been terminated, suspended or otherwise are not in full force and effect and there is no Action pending or, to the knowledge Knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect threatened that would not, individually or could result in the aggregatetermination, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach suspension or otherwise affect any Permit for violation of any Material legal or regulatory requirements relating to any Permit. Except as set forth on Section 3.18 of the Company PermitDisclosure Schedule, no Permit shall be affected in any adverse and material respect as a result of the execution of this Agreement or consummation of the transactions contemplated hereby. Except as set forth in Section 3.18 of the Company Disclosure Schedule, (a) the Company and each case except for any such defaultof its Subsidiaries are, breach or violation that individuallyand have been at all times during their existence, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (includingthe terms and conditions of such Permits and all Laws, without limitationrules, (i) any Laws regulations, guidelines, industry standards, ordinances and orders applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or the Business (including all zoning, building, safety, subdivision and land sale ordinances, regulations or requirement and other Laws applicable to the Company’s and/or its Subsidiaries’ occupancy of any directorreal estate) and has made, officer or employee of in a timely manner, all applicable and material regulatory filings, and (b) since inception, neither the Company or nor any of its Subsidiaries, nor, to the knowledge of the Company, Subsidiaries has received any agent of written notification that either the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiariesbusiness practices, have offeredin any material respect, paid, promised to pay or authorized the payment are in violation of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company Permit or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Lawrule, export restrictionsregulation, anti-boycott regulations ordinance or embargo regulationorder.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Sources: Merger Agreement (Utstarcom Inc)
Permits; Compliance with Laws. (a) Each Group The Company is in possession of (i) all material franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Authority Entity (collectively “Permits”) necessary for such Group the Company to own, lease, lease and operate and use its properties or to produce, store, distribute and assets market its products or otherwise to carry on its business as it is now being conducted other than those and (ii) agreements from all Governmental Entities having jurisdiction over such facility or facilities that are required to operate the lack thereof would not, individually facility or facilities in the aggregatemanner in which it or they are currently operated (collectively, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, and no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge Knowledge of the Company, threatened. All such Material The Company Permits are valid and is not in full force and effectconflict with, or in default or violation of, except for any failure to be valid or in full force and effect that as would notnot give rise, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws Law applicable to its business and the Company or by which any property or asset of the Company is bound or affected or (ii) any Laws related to the protection of personal data)Company Permits. To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with not received notice from any regulatory authority that enforces the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent statutory or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target regulatory provisions of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department pending or the U.S. Department of Statethreatened investigations or surveys, the United Nations Security Council, the European Union, Her Majesty’s Treasury and no such investigations or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is surveys are pending or, to the knowledge Knowledge of the Company, threatened or imminent. There are no actions, proceedings, investigations or surveys pending or, to the Knowledge of the Company, threatened against the Company that could reasonably be expected to result in writing(i) the loss or revocation of a Company Permit or (ii) the suspension or cancellation of any other Company Permit. Except as set forth in Section 4.06 of the Company Disclosure Schedule, the Company has not received from any Governmental Entity any notification with respect to possible conflicts, defaults or violations of Laws.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each Group The Company is and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for such Group the Company to own, lease, operate and use its properties and assets or Subsidiaries to carry on its their business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, and all Company Permits are in full force and effect and no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge Knowledge of the Company, threatened. All such Material Company Permits are valid and , except where the failure to be in possession of or be in full force and effect, except for or the suspension or cancellation of, any failure to be valid or in full force and effect that of the Company Permits would notnot have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group None of the Company or its Subsidiaries is in defaultor has been since December 31, breach 2012, and to the Knowledge of the Company, none of the Company or its Subsidiaries is under investigation by any Governmental Authority with respect to, any default or violation of any Material (i) Law applicable to the Company Permitor any of its Subsidiaries or by which any of their respective properties or assets are bound or (ii) Company Permits, except in each the case except of the foregoing clauses (i) and (ii) for any such defaultdefaults or violations that would not have, breach or violation that individually, individually or in the aggregate, a Company Material Adverse Effect. Notwithstanding the foregoing, no representation or warranty in this Section 4.5 is made with respect to Company SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” employee benefits matters, intellectual property matters, Tax matters, property matters or Environmental Laws.
(c) Except as would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) neither the Company nor any Laws applicable to of its business and (ii) any Laws related Subsidiaries nor, to the protection of personal data). To the knowledge Knowledge of the Company, no Group Company has received its directors, officers, employees or agents acting on the Company’s behalf is currently subject to any written notice sanctions administered or communication from any applicable Governmental Authority enforced by the Office of any material non-compliance with any applicable Laws Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union or Material Company Permits that has not been cured. This section shall not apply to infringement of any patentHer Majesty’s Treasury (collectively, trademark or copyright.
(d) All approvals of“Sanctions”), and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by nor is the Company or any of its Subsidiaries located, organized or resident in respect a country or territory that is, as of the date hereof, the subject or the target of Sanctions, including Cuba, Burma (Myanmar), Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”) or (ii) neither the Company and nor any of its Subsidiaries and their capital structure and operationsnor, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge Knowledge of the Company, any other ultimate beneficial owners of its directors, officers, employees or agents acting on behalf and at the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee direction of the Company or any of its SubsidiariesSubsidiaries is engaging in activities sanctionable under or in violation of Sanctions.
(d) Except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor, to the knowledge Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its SubsidiariesSubsidiaries has (i) used any Company funds to make any unlawful contribution, have offeredgift, paidentertainment or other unlawful expense relating to political activity; (ii) made an offer, promised to pay promise or authorized the payment authorization of any money unlawful payment or anything else of value, whether directly or through another person, benefit to any person in any manner that would constitute foreign or domestic government or regulatory official or commercial bribery or an illegal kickbackemployee, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any unlawful bribe or other unlawful benefit, including any rebate, payoff, influence payment, kickback or other unlawful payment or benefit. Except as would otherwise violate any Applicable Antinot have a Company Material Adverse Effect, the Company and its Subsidiaries have instituted and maintained, and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with applicable anti-Bribery Lawbribery and anti-corruption laws.
(ge) The Except as would not have a Company has maintained complete and accurate books and records and effective internal controls in accordance with Material Adverse Effect, the Applicable Anti-Bribery Laws.
(h) Neither operations of the Company nor any of and its Subsidiaries norare conducted in compliance with applicable financial recordkeeping and reporting requirements required by Law, to the knowledge including those of the CompanyCurrency and Foreign Transactions Reporting Act of 1970, any director, officer, employee, representative, agent or affiliate the applicable money laundering statutes of all jurisdictions where the Company or any of its SubsidiariesSubsidiaries conducts business, and the rules and regulations thereunder issued, administered or any person enforced by an applicable governmental or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority regulatory agency with jurisdiction therefor (collectively, the “SanctionsAnti-Money Laundering Laws”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No and no action, suit or proceeding by or before any Governmental Authority court or governmental or regulatory agency involving the Company or any of its Subsidiaries with respect to antithe Anti-money laundering Law Money Laundering Laws is pending or, to the knowledge Knowledge of the Company, threatened in writingthreatened.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each Group of the Company and its Subsidiaries holds and is (and has been during the past three (3) years) in possession of compliance, in all franchisesmaterial respects, grantswith all permits, authorizationscertificates, licenses, permitsapprovals, easementsregistrations, varianceswaivers, exceptionsexemptions and other authorizations that are material to the Company or any of its Subsidiaries and required for the use, consents, certificates, approvals ownership and orders operation of any Governmental Authority necessary for such Group the assets of the Company to own, lease, operate and use its properties Subsidiaries and assets or to carry on its the conduct of their business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect under applicable Laws (the “Material Company Permits”). As All of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effecteffect and, except for during the prior three (3) years, neither the Company nor any failure of its Subsidiaries or Affiliates has received any written notice of, and to be valid the Knowledge of the Company, neither the Company nor any of its Subsidiaries is under investigation by, any Governmental Body with respect to, any material violation of, or in full force and effect any obligation to take material remedial action under, any Permits (other than any such violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectbeen fully cured).
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the The Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commissionare, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed during the prior three (3) years, in accordance with applicable PRC Laws compliance, in all material respects. Each Onshore Subsidiary has complied in all material respects , with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directorsthat are, officers and employees of the Group Companiesin each case, and material to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, norand during the prior three (3) years, neither the Company nor any of its Subsidiaries or Affiliates has received any written notice of any action or proceeding against it alleging any failure to the knowledge of the Company, comply in any agent of material respect with any such applicable Laws. No investigation by any Governmental Body with respect to the Company or any of its Subsidiaries acting on behalf is pending or, to the Knowledge of the Company or any of its SubsidiariesCompany, have offeredthreatened, paidand during the prior three (3) years, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither neither the Company nor any of its Subsidiaries noror Affiliates has received any written notice of any such investigation, except, in each case, for any such investigation that would not reasonably be expected to be, individually or in the aggregate, material to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writingtaken as a whole.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each Group 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 domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a “Governmental Authority Entity”) that are necessary for such Group the Company or any of its Subsidiaries to own, lease, lease and operate and use its properties and assets or to carry on its business as it is now being conducted other than those (the lack thereof “Company Permits”), and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession or the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, reasonably be expected adverse, in any material respect, to have a the Company Material Adverse Effect or any of its Subsidiaries (including by impairing, in any material respect, the “Material Company Permits”). As ability of the date hereof, no suspension Company or cancellation any of its Subsidiaries to conduct its business) or materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the Material Company Permits is pending or, to the knowledge transactions contemplated hereby. Section 3.8(a) of the CompanyCompany Letter sets forth a list of each Company Permit.
(b) Neither the Company nor any of its Subsidiaries is in violation of (i) its Certificate of Incorporation or Bylaws (or similar organizational documents), threatened. All such Material Company Permits are valid (ii) any applicable Law or (iii) any Order, except, in the case of clauses (ii) and in full force and effect(iii), except for any failure to be valid or in full force and effect violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permitadverse, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply respect, to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its SubsidiariesSubsidiaries (including by impairing, norin any material respect, to the knowledge of the Company, any agent ability of the Company or any of its Subsidiaries acting on behalf to conduct its business) or materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No notice of any such violation or non-compliance has been received by the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(gc) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge None of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, their respective directors or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending officers or, to the knowledge Knowledge of the Company, threatened any of their respective employees, consultants, contractors or agents have committed (or taken any action to promote or conceal) any violation of any Law relating to procurement, the Arms Export Control Act, the International Traffic in writingArms Regulations, the Atomic Energy Act of 1954, Executive Order 12958 (April 17, 1995), Executive Order 12829 (January 6, 1993), Executive Order 13292 (March 25, 2003), and directives and policies issued pursuant thereto, including the National Industrial Security Program Operating Manual.
Appears in 1 contract
Sources: Merger Agreement (Oi Corp)
Permits; Compliance with Laws. (a) Each Group The Company is and its Subsidiaries are in possession of all franchises, grants, accreditations, registrations, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for such Group the Company to own, lease, operate and use its properties and assets or Subsidiaries to carry on its their respective business as it is now being conducted other than those the lack thereof would notor to own, individually lease or in the aggregate, reasonably be expected to have a Company Material Adverse Effect operate their properties (the “Material Company Permits”). As of the date hereof, ) and all Company Permits are in full force and effect and no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge Knowledge of the Company, threatened. All such Material Company Permits are valid and , except where the failure to be in possession of or be in full force and effect, except for or the suspension or cancellation of, any failure of the Company Permits would not have a Company Material Adverse Effect. No default has occurred under, and there exists no event that, with or without notice, lapse of time or both, would result in a default under, or would give to be valid others any right of revocation, non-renewal, adverse modification or cancellation of any Company Permit, and neither the Company nor any of its Subsidiaries has received any cease and desist letters or written inquiries from any Governmental Authority with respect to any such Company Permit, except, in full force and effect that each case, as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, Except as would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commissionare, and the Ministry of Industry and Information Technology and their respective local counterpartssince April 1, 2017, have been duly completed been, in accordance compliance with and not in default or violation of any (i) Law applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or by which any of its Subsidiariestheir respective properties, norrights or assets are bound or (ii) Company Permit. Notwithstanding the foregoing, no representation or warranty in Section 4.5(a) or this Section 4.5(b) is made with respect to the knowledge Company SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” employee benefits matters, Intellectual Property Rights matters, Tax matters, real property matters or environmental matters, which are addressed exclusively in Section 4.6 (Company SEC Documents; Financial Statements), Section 4.8 (Disclosure Controls and Procedures), Section 4.12 (Employee Benefit Plans), Section 4.14 (Intellectual Property Rights), Section 4.15 (Taxes), Section 4.17 (Real Property) and Section 4.18 (Environmental), respectively.
(c) Except as would not have a Company Material Adverse Effect, none of the Company, its Subsidiaries, or any agent of their respective directors, officers, employees, distributors, suppliers, agents, or other Persons acting for or on behalf of any of any of the foregoing (a) has used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, or (b) has taken any act that would cause the Company or any of its Subsidiaries to be violation of any provision of the Foreign Corrupt Practices Act of 1977 (the “FCPA”), the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (“Bribery Act”), or any other applicable anti-corruption laws. The Company and its Subsidiaries have implemented and maintain in effect policies and procedures designed to ensure compliance by the Company and its Subsidiaries and their respective directors, officers, employees, distributors, suppliers, agents, and other Persons acting for or on behalf of the Company or any of its Subsidiariesany of the foregoing with the FCPA, have offeredthe Bribery Act, paid, promised to pay or authorized the payment of and any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Antiother applicable anti-Bribery Lawcorruption laws.
(gd) The Except as would not have a Company Material Adverse Effect, the Company and each of its Subsidiaries is in compliance and has maintained complete for the past five (5) years complied with all applicable U.S. import and accurate books export control laws, including statutory and records regulatory requirements under the Arms Export Control Act (22 U.S.C. § 2778), the International Traffic in Arms Regulations (22 C.F.R. pt. 120 et seq.), the Export Administration Regulations (15 C.F.R. pt. 730 et seq.), and effective internal controls in accordance with applicable Sanctions (collectively, the Applicable Anti-Bribery “International Trade Laws.
(h) Neither ”). Except as would not have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries norhas received any written or, to the knowledge Knowledge of the Company, other communication during the past five (5) years from any director, officer, employee, representative, agent or affiliate of Governmental Authority that alleges that the Company or any of its SubsidiariesSubsidiary is not, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of Statemay not be, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amendedin compliance with, or any executive order, directive or regulation pursuant to the authority of any of the foregoinghas, or may have, any orders or licenses issued pursuant to such authority (collectivelyliability under, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulationInternational Trade Laws.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Sources: Merger Agreement (Kemet Corp)
Permits; Compliance with Laws. (a) Each Group Company is (i) Parent and its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptionsexemptions, consents, certificates, approvals approvals, registrations, clearances, orders and orders of any Governmental Authority other authorizations necessary for such Group Company Parent and its Subsidiaries to own, lease, lease and operate and use its their respective properties and assets or and to carry on its business their respective businesses as it is now being conducted other than those under and pursuant to all applicable Laws (the lack “Parent Permits”), (ii) all such Parent Permits are in full force and effect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of Parent, threatened, except where the failure to be in possession of, failure to be in full force and effect or the suspension, cancellation, withdrawal or revocation thereof has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.
(b) No Group Company is Since December 31, 2014, Parent and its Subsidiaries have been and are in defaultcompliance with (i) all applicable Laws and (ii) all Parent Permits, breach or violation of except where any Material Company Permitfailure to be in such compliance has not had, in each case except for any such default, breach or violation that individually, or in the aggregate, and would not reasonably be expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (includingSince December 31, without limitation2014 through the date of this Agreement, (i) any Laws applicable to its business and (ii) any Laws related to the protection none of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company Parent or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries noror, to the knowledge Knowledge of the CompanyParent, any directorof their respective directors, officerofficers or employees, employeehas received any written or, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment ActKnowledge of Parent, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any oral notification from a Governmental Authority involving the Company asserting that Parent or any of its Subsidiaries is not in compliance with respect any Laws or Parent Permits, except where any failure to anti-money laundering Law is pending orbe in such compliance has not had, and would not reasonably be expected to have, individually or in the knowledge of the Companyaggregate, threatened in writinga Parent Material Adverse Effect.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each Except as disclosed in Section 4.27(a) of the Company Disclosure Letter, (i) each member of the Post-Spin-Off Company Group Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders other permits of any Governmental Authority Entity necessary for such Group Company it to own, lease, lease and operate and use its properties and assets or to carry on its business as it is now being conducted other than those the lack thereof would not(collectively, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As , (ii) to the Knowledge of the date hereofCompany, all such Company Permits are in full force and effect and (iii) no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge Knowledge of the Company, threatened. All , and no such Material suspension or cancellation will result from the transactions contemplated by this Agreement, except in the case of clauses (i) through (iii), those Company Permits the absence or lack of effectiveness of which would not be reasonably likely to result in material costs to Parent as the buyer of the Company hereunder. This Section 4.27(a) does not relate to environmental matters, which are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectsubject of Section 4.23.
(b) No Group Neither the Company nor any of its Subsidiaries is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individuallyconflict with, or in default or violation of, (i) any Laws applicable to the aggregateCompany or such Subsidiary or by which any of the Company Assets is bound or (ii) any Company Permits, except in the case of clauses (i) and (ii), as would not result in material costs to Parent as the buyer of the Company hereunder, and other than any such conflicts, defaults or violations that relate solely to the Spin-Off Subsidiary or any of its Subsidiaries and as to which no member of the Post-Spin-Off Company Group has or will have any liability or obligation. To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened nor, to the Company’s Knowledge, has any Governmental Entity indicated an intention to conduct the same, except for investigations and reviews that have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related Effect or which relate solely to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material nonSpin-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Off Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf and as to which no member of the Post-Spin-Off Company Group has or will have any of its Subsidiaries, have offered, paid, promised liability or obligation. This Section 4.27(b) does not relate to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries matters with respect to anti-money laundering Law is pending orbenefit plans, which are the subject of Section 4.19, or to Taxes, which are the knowledge subject of Section 4.22, or to environmental matters, which are the Company, threatened in writingsubject of Section 4.23.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each Group Except as would not reasonably be expected to have, individually or in the aggregate, a Company is Material Adverse Effect: (i) the Company and each Company Subsidiary are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals approvals, product listings, registrations, Orders and orders of other authorizations, including any Governmental Authority supplements and amendments thereto, necessary for such Group the Company and each Company Subsidiary to own, lease, lease and operate and use its their respective properties and assets in accordance with all Laws or to carry on its business as it their respective businesses in accordance with all Laws (the “Company Permits”), (ii) all such Company Permits are in full force and effect, (iii) there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit, (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is now being conducted other than those 13 pending or, to the lack thereof Knowledge of the Company, threatened and (v) the consummation of the transactions contemplated hereby will not cause the revocation or cancellation of any Company Permit.
(b) The Company, each Company Subsidiary and each of their respective directors, officers and employees, to the extent acting on behalf of the Company or any Company Subsidiary, have been, since January 1, 2020, in compliance with (i) all Laws and (ii) all Company Permits, except where any failure to be in such compliance (A) has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, (B) would not reasonably be expected to have a prevent, materially impair or materially delay the ability of the Company Material Adverse Effectto consummate the Merger and the other transactions contemplated hereby.
(c) Each Group Since January 1, 2020, neither the Company is in compliance in all material respects with applicable Law (includingnor any Company Subsidiary nor, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge Knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 their respective directors, officers or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, noremployees, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries extent acting on behalf of the Company or any of its the Company Subsidiaries, have offered, paid, promised to pay or authorized the payment of has received any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries norwritten or, to the knowledge Knowledge of the Company, any director, officer, employee, representative, agent or affiliate of oral notification from a Governmental Authority asserting that the Company or any of its SubsidiariesCompany Subsidiary is, or is suspected of, alleged to be or under investigation for being, not in compliance with any person Laws or company acting on behalf of Company Permits, except as would not reasonably be expected to have, individually or in the aggregate, a Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulationMaterial Adverse Effect.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Sources: Acquisition Agreement
Permits; Compliance with Laws. (a) Each Group (i) The Company and each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easementscertificates, variances, exceptionsexemptions, consentsapprovals, certificatesorders, approvals registrations and orders clearances of any Governmental Authority Entity (each, a “Permit”) necessary for such Group the Company and each Company Subsidiary to own, lease, lease and operate and use its properties and assets or assets, and to carry on and operate its business businesses as it is now being currently conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All (ii) all such Material Company Permits are valid and in full force and effect, except for any failure (iii) the Company and the Company Subsidiaries are in compliance with the terms and requirements of such Company Permits, (iv) the Company and each Company Subsidiary is not in default under, and, to be valid knowledge of the Company, no condition exists that, with or in full force and effect that without notice, or lapse of time, or both, would notconstitute a default under, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in defaultresult in, breach any suspension, cancellation, modification, termination or violation of revocation of, any Material such Company Permit, and (v) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke or suspend any such Company Permit, except, in each case except for any such defaultof clauses (i) through (v), breach or violation that individuallyas has not had and, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(cb) Each Group Since January 1, 2018 the Company is and each of the Company Subsidiaries has been, and each currently is, in compliance in with all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group the Company has received any written notice Subsidiaries and their respective businesses and activities and properties or communication from any applicable Governmental Authority of any material non-compliance assets owned or used by them and with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply all Orders to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by which the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operationsare subject, including but not limited in each case, except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to registrations have a Company Material Adverse Effect. No investigation, review or audit by any Governmental Entity with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and respect to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law Subsidiary is pending or, to the knowledge of the Company, threatened in writingwriting against the Company or any Company Subsidiary, except for such investigations, reviews and audits the outcomes of which, individually or in the aggregate, would not reasonably be expected to be material and adverse to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2016, the Company and each of the Company Subsidiaries has been, and each currently is, in compliance with all applicable Anti-Bribery Laws, Money Laundering Laws, Sanctions Laws and export and import control Laws administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State, Her Majesty’s Treasury or other Governmental Entity. Except as, individually or in the aggregate, would not reasonably be expected to be material and adverse to the Company and the Company Subsidiaries, taken as a whole, no investigation or Proceeding is pending or, to the knowledge of the Company, threatened which (i) involves the Company, any Company Subsidiary or any director, officer, employee, consultant or agent of the Company or any Company Subsidiary and (ii) relates to any Anti-Bribery Law, Money Laundering Law or Sanction. The Company and the Company Subsidiaries have (A) maintained reasonably accurate books and records and have established sufficient internal controls and procedures reasonably designed to ensure compliance with all applicable Anti-Bribery Laws and Money Laundering Laws and (B) instituted and maintained commercially reasonable policies and procedures reasonably designed to promote and ensure compliance with all Sanctions. Except as, individually or in the aggregate, would not reasonably be expected to be material and adverse to the Company and the Company Subsidiaries, taken as a whole, none of the Company or any Company Subsidiaries, or, to the knowledge of the Company, any of their respective directors, officers, employees, consultants or agents, (1) violated any Anti-Bribery Law, Money Laundering Law or Sanction, (2) if a natural person, is a government official, political party official or candidate for political office or has a familial relationship with any such person, or (3) is, or is owned or controlled by one or more persons that are, (x) the subject of any Sanctions or (y) located, organized or resident in a country or region that is the subject of any Sanctions.
Appears in 1 contract
Sources: Merger Agreement (MTS Systems Corp)
Permits; Compliance with Laws. (ai) Each Group The Company is and each Company Subsidiary are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals approvals, product listings, registrations, clearances, orders and orders of other authorizations, including any Governmental Authority supplements and amendments thereto, necessary for such Group the Company and each Company Subsidiary to own, lease, lease and operate and use its their respective properties and assets in accordance with all Laws or to carry on its business as it is now being conducted other than those the lack thereof would not, individually or their respective businesses in the aggregate, reasonably be expected to have a Company Material Adverse Effect accordance with all Laws (the “Material Company Permits”). As of ) except where the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid obtain or in full force and effect that have any such Company Permit would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
, (bii) No Group all such Company is Permits are in defaultfull force and effect, breach or violation of any Material Company Permitexcept as would not, in each case except for any such default, breach or violation that individually, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (iii) there has occurred no violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Company Permit and (iv) no modification, suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened. The consummation of the transactions contemplated hereby, will not cause the revocation or cancellation of any Company Permit that is material to the Company.
(b) The Company and each Company Subsidiary are, and have been since January 1, 2019, in compliance with (i) all Laws and (ii) all Company Permits, except where any failure to be in such compliance (A) has not been, and would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company to perform its obligations in accordance with this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated hereby.
(c) Each Group Since January 1, 2019, neither the Company nor any Company Subsidiary or, to the Knowledge of the Company, any of their respective directors, officers or employees, has received any written or, to the Knowledge of the Company, oral notification from a Governmental Authority or other Person asserting that the Company or any Company Subsidiary is, or is suspected of, alleged to be or under investigation for being, not in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) or Company Permits, except any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material such non-compliance with any applicable Laws that would not be reasonably be expected to, individually or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterpartsaggregate, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capitala Company Material Adverse Effect.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each Group of the Company and its Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders other permits of any Governmental Authority Entity (“Permits”) necessary for such Group Company it to own, lease, lease and operate and use its properties and assets or to carry on its business as it is now being conducted other than those (collectively, the lack thereof would not“Company Permits”), and all such Company Permits are in full force and effect, except for such failures to be in full force and effect (i) as has not had, and is not reasonably likely to have, individually or in the aggregate, reasonably be expected a material adverse effect on the Company and its Subsidiaries, taken together or (ii) is not likely to have a Company Material Adverse Effect (materially and adversely affect the “Material Company Permits”). As ability of the date hereof, no Company to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement. No suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge Knowledge of the Company, threatened. All , and no such Material Company Permits are valid and in full force and effectsuspension or cancellation will result from the transactions contemplated by this Agreement, except for any failure (i) as has not had, and is not reasonably likely to be valid or in full force and effect that would nothave, individually or in the aggregate, reasonably be expected a material adverse effect on the Company and its Subsidiaries, taken together or (ii) is not likely to have a materially and adversely affect the ability of the Company Material Adverse Effectto perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries noris or has been in conflict with, or in material default or violation of, (i) any Laws applicable to the knowledge of the Company, Company or such Subsidiary or by which any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) Assets is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); bound or (ii) any Company Permits. Neither the Company nor any Subsidiary has violated received any notice or communication from any Governmental Entity alleging noncompliance with any applicable Sanctions laws, rule or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Sources: Merger Agreement (Kronos Inc)
Permits; Compliance with Laws. (a) Each Group The Company is is, and for the past three (3) years has been, in possession of and in compliance with all franchises, grants, authorizations, licenses, permits, easementscertificates, variances, exceptionsexemptions, consentsapprovals, certificatesorders, approvals registrations and orders clearances of any Governmental Authority Entity, including with respect to Gaming Laws (each, a “Permit”) necessary for such Group the Company to own, lease, lease and operate and use its properties and assets or assets, and to carry on and operate its business as it is now being conducted other than those businesses (the lack thereof “Company Permits”), and all such Company Permits are in full force and effect, in each case, except where the failure to have, to be in compliance with, or the failure to be in full force and effect of, any Company Permits would not, not individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (be material and adverse to the “Material Company Permits”)Company. As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the CompanySeller, threatened. All such Material , except as would not individually or in the aggregate, reasonably be expected to be material to the Company.
(b) The Company Permits are valid is, and for the past three (3) years has been, in full force compliance with all Laws (including Gaming Laws, Disability Laws and effectOccupational Safety and Health Laws) applicable to the Company and its businesses and activities, except for any failure to be valid or in full force and effect such noncompliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectbe material to the Company.
(bc) No Group Except as set forth in Section 4.04(c) of the Disclosure Schedules, during the past three (3) years, the Company is has not received any written notice or other written communication from any Governmental Entity (i) asserting any violation of, or failure to comply in defaultwith, breach or violation any requirement of any Material Law applicable to the Company or Permit that is material to the operation of the business of the Company, (ii) advising that it is being investigated with respect to any allegation that it has violated, or failed to comply with, any Law applicable to the Company or Permit that is material to the operation of the business of the Company, or (iii) notifying the Company of the suspension, denial, non-renewal, revocation or withdrawal of any Permit, except in each case except for any such defaultof (i), breach or violation that individually(ii) and (iii) as would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all be material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related adverse to the protection of personal data)Company. To the knowledge of the Company, no Group The Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patenttimely filed all reports, trademark or copyright.
(d) All approvals ofregistrations, and filings and registrations renewals and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and documents required to be made by filed in connection with any Permit, except as would not individually or in the Company or its Subsidiaries in respect of the Company aggregate, reasonably be expected to be material and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and adverse to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each Group Except as would not, individually or in the aggregate, reasonably be expected to have a Company is Material Adverse Effect: (i) each of the Company and each Company Subsidiary is, and for the past two years has been, in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for such Group Company it to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As ; (ii) each of the date hereofCompany and each Company Subsidiary is, and for the past two years has been, in compliance with the terms of the Company Permits and all of the Company Permits are valid and in full force and effect; and (iii) no suspension suspension, modification, revocation or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All .
(b) Neither the Company nor any Company Subsidiary is, or has in the last two years been, in violation of any Law applicable to the Company or such Material Company Permits are valid and in full force and effectSubsidiary, except for any failure to be valid or in full force and effect that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group neither the Company nor any Company Subsidiary has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of , except for any patentnon-compliance, trademark defaults, breaches or copyright.
(d) All approvals ofviolations that would not, and filings and registrations and other requisite formalities with, Governmental Authorities individually or in the People’s Republic of China (“PRC”) that are aggregate, be material to the Group Companies taken as a whole Company and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capitalSubsidiaries.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Sources: Merger Agreement (Stonemor Inc.)
Permits; Compliance with Laws. (a) Each Group Company is (i) Parent and its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptionsexemptions, consents, certificates, approvals approvals, registrations, clearances, orders and orders of any Governmental Authority other authorizations necessary for such Group Company Parent and its Subsidiaries to own, lease, lease and operate and use its their respective properties and assets or and to carry on its business their respective businesses as it is now being conducted other than those under and pursuant to all applicable Laws (the lack “Parent Permits”), (ii) all such Parent Permits are in full force and effect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of Parent, threatened, except where the failure to be in possession of, failure to be in full force and effect or the suspension, cancellation, withdrawal or revocation thereof has not had, and would notnot reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. 41
(b) Since December 31, 2014, Parent and its Subsidiaries have been and are in compliance with (i) all applicable Laws and (ii) all Parent Permits, except where any failure to be in such compliance has not had, and would not reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (includingSince December 31, without limitation2014 through the date of this Agreement, (i) any Laws applicable to its business and (ii) any Laws related to the protection none of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company Parent or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries noror, to the knowledge Knowledge of the CompanyParent, any directorof their respective directors, officerofficers or employees, employeehas received any written or, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment ActKnowledge of Parent, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any oral notification from a Governmental Authority involving the Company asserting that Parent or any of its Subsidiaries is not in compliance with respect any Laws or Parent Permits, except where any failure to anti-money laundering Law is pending orbe in such compliance has not had, and would not reasonably be expected to have, individually or in the knowledge of the Companyaggregate, threatened in writinga Parent Material Adverse Effect.
Appears in 1 contract
Sources: Merger Agreement
Permits; Compliance with Laws. (a) Each Group Except as would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (i) each of the Company and each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each such Group Company entity to own, lease, lease and operate and use its properties and assets or to carry on its business as it is now being conducted (the “Company Permits”), (ii) all such Company Permits are in full force and effect, (iii) no default or violation has occurred under any such Company Permit and no notice of a default or violation has been received from any Governmental Authority and (iv) neither the Company nor any Company Subsidiary has received any written, or to the knowledge of the Company, other than those notification from any Governmental Authority threatening to revoke, suspend or cancel any such Company Permit.
(b) Each of the lack thereof Company and each Company Subsidiary is, and at all times since July 1, 2004, has been, in compliance with all Company Permits and all Laws applicable to such entity or by which any property or asset of such entity is bound or affected, and has not received any written, or to the knowledge of the Company, other notice of any violation of any such Law, except as would not, or would not reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group The Company is and the Company Subsidiaries are in compliance with all statutory and regulatory requirements under the Arms Export Control Act (22 U.S.C. 2778), the International Traffic in all material respects with applicable Law Arms Regulations (including22 C.F.R. ss. 120 et seq.), without limitationthe Export Administration Regulations (15 C.F.R. ss. 730 et seq.) and associated executive orders, (i) any and the Laws applicable to its business and (ii) any Laws related to implemented by the protection Office of personal data). To the knowledge Foreign Assets Controls, United States Department of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
Treasury (d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commercecollectively, the State Administration of Foreign Exchange (“SAFEExport Control Laws”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed except for any failure to be in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner compliance that would constitute official or commercial bribery or an illegal kickbacknot, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The not reasonably be expected to, individually or in the aggregate, have a Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Material Adverse Effect. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or Subsidiaries has received any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending written or, to the knowledge of the Company, threatened other communication since July 1, 2002 that alleges that the Company or a Company Subsidiary is not, or may not be, in writingcompliance with, or has, or may have, any Liability under, the Export Control Laws, except for any actual or possible failure to be in compliance or Liability that would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.
(d) Neither the Company, nor any Company Subsidiaries, nor any of their Affiliates or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended, or any other similar applicable foreign, Federal or state law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign laws and regulations, except in the case of clauses (i), (ii) or (iii) above, would not, or would not reasonably be expected to, individually or in the aggregate have a Company Material Adverse Effect.
(e) The Company has made all certifications and statements required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Company’s filings pursuant to the Exchange Act. The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 of the Exchange Act.
(f) The Company has designed a system of internal accounting control sufficient to comply, in all material respects, with all legal and accounting requirements applicable to the Company. The Company and the Company Subsidiaries have disclosed, based on their most recent evaluation of internal controls, to the Company’s and Company Subsidiaries’ outside auditors and the audit committee of the board of directors of the Company and Company Subsidiaries (A) all significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s and Company Subsidiaries’ ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or the Company Subsidiaries’ internal controls over financial reporting. Since July 1, 2004, the Company has not received written or, to the knowledge of the Company, other complaints, allegations, assertions or claims regarding the accounting practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any such complaints, allegations, assertions or claims that the Company has engaged in questionable accounting or auditing practices.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each Group Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for such Group Company to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted other than those conducted, except for any such franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders the lack thereof absence of which would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As Except as set forth in Section 3.06(a) of the Company Disclosure Schedule, as of the date hereof, (i) no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business threatened and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All all approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies Companies, taken as a whole whole, and are required to be obtained or made by each Group Company incorporated in the Company or PRC with respect to its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operationsoperations as it is now being conducted, including but not limited to registrations with the State Administration for Industry and CommerceCommerce (“SAIC”), the State Administration of Foreign Exchange (“SAFE”), ) and the State Administration of TaxationTaxation (“SAT”), the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws Laws. Each Group Company that is organized in the PRC has complied, in all material respects. Each Onshore Subsidiary has complied in all material respects , with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(eb) The Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, no Group Company is in conflict with, or in default, breach or violation of (i) any Law applicable to it (including without limitation, (A) any Laws applicable to its business, (B) any Tax Laws, and (C) any Laws related to the protection of personal data) or by which any of its share, security, equity interest, property or asset is bound or affected, or (ii) any Contract, Material Company Permit or obligation to which it is a party or by which it or any of its share, security, equity interest, property or asset is bound. Since January 1, 2009, no Group Company has received any written notice or communication of any material non-compliance with any applicable Laws that has not been cured. No Group Company or any of its shareholders, directors, officers and employees of the Group Companiesofficers, and employees, agents or consultants, to the knowledge of the Company, acting on behalf of any other ultimate beneficial owners of the Group Company who are PRC residents subject to the requirements of SAFE Circular 37 (a “Company Representative”) has violated any Anticorruption Laws, nor has any Group Company or any other SAFE Rules Company Representative offered, paid, promised to pay, or authorized the payment of any money, or the giving of anything of value, to any Government Official or to any person under circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and Regulationsproper inquiry) that all or a portion of such money or thing of value would be offered, have complied given, or promised, directly or indirectly, to a Government Official, for the purpose of: (A) influencing any act or decision of a Government Official in all their official capacity; (B) inducing a Government Official to do or omit to do any act in violation of their lawful duties; (C) securing any improper advantage; (D) inducing a Government Official to influence or affect any act or decision of any Government Entity; or (E) assisting a Group Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or to a person in violation in material respects with the requirements laws governing commercial bribery, acceptance of, or acquiescence in extortion, kickbacks or other unlawful or improper means of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and obtaining business or any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plansimproper advantage.
(fc) Neither the CompanyNo Group Company has conducted or initiated any internal investigation or made a voluntary, directed or involuntary disclosure to any of its Subsidiaries Government Entity with respect to any alleged act or omission arising under or relating to any director, officer or employee of the noncompliance with any Anticorruption Law. No Group Company or any of its Subsidiaries, noror, to the knowledge of the Company, any agent Company Representative has received any notice, request or citation for any actual or potential noncompliance with any of the foregoing in this Section 3.06(c).
(d) To the knowledge of the Company, no officer, director or employee of any Group Company is a Government Official.
(e) To the knowledge of the Company, each Group Company has maintained books and records in accordance with GAAP in all material respects, including records of payments to any agents, consultants, representatives, third parties and Government Officials.
(f) To the knowledge of the Company and except as set forth in Section 3.06(f) of the Company Disclosure Schedule, (i) each holder or beneficial owner of Shares and/or Company Equity Awards who is a PRC resident and subject to any of the registration or reporting requirements of SAFE Circular 75, SAFE Circular 7 or any other applicable SAFE rules and regulations (collectively, the “SAFE Rules and Regulations”) has complied, in all material respects, with such reporting and/or registration requirements under the SAFE Rules and Regulations with respect to its investment in the Company, (ii) neither the Company nor such holder has received any oral or written inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its Subsidiaries acting on behalf of local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations; and (iii) the Company and such holder have made all oral or written filings, registrations, reporting or any other communications required by SAFE or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Lawlocal branches applicable thereto.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries No Group Company, nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its SubsidiariesGroup Company, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated violated, or operated not in compliance with, any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulationregulations.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each Group Company is and since January 1, 2017 has been in possession of compliance in all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary respects with all Laws applicable to it except for such Group Company failure to own, lease, operate and use its properties and assets or to carry on its business comply as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, be reasonably likely to be expected material to have the Companies taken as a whole.
(b) Each Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending orand, to the knowledge of the CompanySeller Parties, threatened. All each of its directors, managers, officers, principals, Affiliates and Persons performing management functions similar to officers (any such Material Persons, including the Companies, the “Seller Licensing Affiliates”), holds all permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including under the Gaming Laws), necessary to conduct the business and operations conducted by such Company Permits are (the “Company Permits”), each of which is valid and in full force and effect in all material respects. With respect to the Company Permits held by the Seller Parties, no event has occurred or condition or state of facts exists that permits, or upon the giving of notice or passage of time or both, would reasonably be expected to permit, revocation, non-renewal, modification, suspension, limitation or termination of any of such Company Permits that currently are in effect, and with respect to the Company Permits held by the directors, managers, officers and Persons performing management functions similar to officers of the Seller Parties, to the knowledge of the Seller Parties, no event has occurred or condition or state of facts exists that permits, or upon the giving of notice or passage of time or both, would permit, revocation, non-renewal, modification, suspension, limitation or termination of any of such Company Permits that currently are in effect, except for any failure to be valid in each case as would not, individually or in full force the aggregate, be reasonably expected to materially and effect adversely affect the Companies taken as a whole or materially delay or impede the ability of the parties hereto to consummate the transactions contemplated by this Agreement. Each Company and, to the knowledge of the Seller Parties, its directors, officers and Persons performing management functions similar to officers, are in compliance in all material respects with the terms of the applicable Company Permits except for such failures to comply that would not, individually or in the aggregate, be reasonably likely to be expected material to have the Companies taken as a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effectwhole.
(c) Each Group Company is in compliance in all material respects with applicable Law (includingSince January 1, without limitation2017, (i) neither Parent, the Sellers nor any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or other written communication from any applicable Governmental Authority Entity or other Person (i) asserting any material violation of, or failure to comply in any material respect with, any requirement of any Law applicable to a Company or Company Permit that is material to the operation of the business of a Company, (ii) advising that a Company is being investigated with respect to any allegation that it has violated in any material respect, or failed to comply in any material respect with, any Law applicable to such Company or Company Permit that is material to the operation of the business of such Company, or (iii) notifying a Company of the suspension, denial, non-compliance with any applicable Laws renewal, revocation or Material Company Permits that has not been cured. This section shall not apply to infringement withdrawal of any patent, trademark or copyrightpermit that is material to the operation of the business of such Company.
(d) All approvals ofTo the knowledge of the Seller Parties, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material with respect to the Group Companies taken as a whole Seller Parties only and required not with respect to the Buyers, there is no fact, which if known to the Gaming Authorities, will or would reasonably be made by expected to result in (i) the failure to obtain any Governmental Approval or (ii) the failure to maintain in good standing any Company Permit (including any finding of suitability, registration or its Subsidiaries in respect approval) of any of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capitalSeller Parties.
(e) The directorsNo Company nor any Representative of any Company has, officers and employees of the Group Companiesdirectly or indirectly, and given, or agreed to the knowledge of the Companygive, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 illegal gift, contribution, payment, bribe, rebate, kickback, payoff or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of valuesimilar payment, whether directly in money, property or through another personservices, to any person supplier, customer or governmental official, candidate for public office, employee or other Person, private or public, in each case, in violation of any manner that would constitute official applicable Law. No Company has accepted or commercial bribery or an received any illegal gift, contribution, payment, bribe, rebate, kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury expenditure or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act item of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulationvalue.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Sources: Equity Purchase Agreement (Twin River Worldwide Holdings, Inc.)
Permits; Compliance with Laws. (ai) Each Group Such Company is in possession and its Subsidiaries, or the management companies for the Properties of such Company, own and/or possess all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, permits, licenses (including liquor licenses), variances, authorizations, exemptions, orders, registrations and approvals and orders of any all Governmental Authority Entities (the “Permits”) necessary for such Group Company it to own, lease, lease and operate and use its the properties and assets of such Company or to carry on its the business of such Company as it is now being conducted other than those by such Company, except where the lack thereof would notfailure to have such Permits, individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect (the “Material on such Company. All such Permits of such Company Permits”)are in full force and effect. As Neither such Company nor any Subsidiary of the date hereofsuch Company has received notice that any suspension, no suspension modification or cancellation revocation of any of the Material Company Permits Permit is pending or, to the knowledge Knowledge of the such Company, threatened. All threatened nor, to the Knowledge of such Material Company Permits are valid and in full force and effectCompany, do grounds exist for any such action, except for any failure to be valid such suspensions, modifications or revocations, individually or in full force the aggregate, as would not have a Material Adverse Effect on such Company.
(ii) Neither such Company nor any of its Subsidiaries has violated or failed to comply with any such Permit, or any statute, law, ordinance, regulation, rule, judgment, decree or order of any Governmental Entity applicable to its business, properties or operations, except for violations and effect failures to comply that would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse EffectEffect on such Company.
(biii) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge Knowledge of the such Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the neither such Company nor any Subsidiary of its Subsidiaries nor, to the knowledge of the Company, such Company nor any director, officer, employee, representative, agent or affiliate employee of the such Company or any Subsidiary of its Subsidiariessuch Company has taken any action, directly or indirectly, that would constitute a violation in any person or company acting on behalf material respect by such Persons of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Corrupt Practices Act of 20121977, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, and the rules and regulations thereunder (the “FCPA”), including making use of the mails or any executive ordermeans or instrumentality of interstate commerce corruptly in furtherance of an offer, directive payment, promise to pay or regulation pursuant to authorization of the authority payment of any money, or other property, gift, promise to give, or authorization of the foregoing, giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any orders foreign political party or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company official thereof or any of its Subsidiaries with respect to anti-money laundering Law is pending orcandidate for foreign political office, to the knowledge in contravention of the Company, threatened in writingFCPA.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each Group of the Company and the Company Subsidiaries and their respective employees is in possession of all franchises, material grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, evaluations, concessions and other similar rights, approvals and orders of any Governmental Authority necessary for such Group each of the Company or the Company Subsidiaries to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no No suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Except as disclosed in Section 3.06(a) of the Company Permits are valid and in full force and effectDisclosure Letter, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its the Company Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and CommerceCommerce (“SAIC”), the State Administration of Foreign Exchange (“SAFE”), ) and the State Administration of TaxationTaxation (“SAT”), the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respectsPRCLaws. Each Onshore Subsidiary of the Company and the Company Subsidiaries has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(fb) Neither the CompanyCompany nor any Company Subsidiary is or has been in conflict with, or in default, breach or violation of, in any material respect, (i) any Law, including, without limitation, any of its Subsidiaries PRC Laws regarding workplace and public safety, applicable to the Company or any directorCompany Subsidiary, officer including without limitation, (A) any Laws applicable to its business, (B) any Tax Laws, and (C) any Laws related to the protection of personal data, or employee (ii) any Contract, Material Company Permit or obligation to which the Company or any Subsidiary is a party or by which the Company or any Company Subsidiary or any share, security, equity interest, property or asset of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of Company Subsidiary is bound. Neither the Company nor any Company Subsidiary has received any notice or communication of any of its Subsidiaries material non-compliance with any applicable Laws that has not been cured.
(c) The Company and any Company Subsidiary, and their respective shareholders, directors, officers, employees, agents, consultants or other third parties acting on their behalf of or in connection with the Company or and any of its SubsidiariesCompany Subsidiary, have not offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another personperson or entity, to
(i) any Governmental Official in order to (A) influence any act or decision of any Governmental Official, (B) induce such Governmental Official to use his or its influence with a Governmental Authority or Governmental Instrumentality, or (C) otherwise secure any improper advantage;
(ii) any political party or official thereof or any candidate for political office in order to unlawfully (A) influence any act or decision of such party, official or candidate in its or his official capacity, (B) induce such party, official or candidate to use his or its influence with a Governmental Authority or Governmental Instrumentality, or (C) otherwise secure any improper advantage; or
(iii) any other person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery bribery Law.
(gd) The Company has maintained complete and accurate books and records and effective the Company Subsidiaries have not conducted or initiated an internal controls in accordance with the investigation, made a voluntary or other disclosure to a Governmental Authority, Governmental Instrumentality or Governmental Official, or received any oral or written notice, citation, report or allegation, including any oral complaint, allegation, assertion or claim on a hotline or whistleblower or similar telephone line or service, related to alleged violations of Applicable Anti-Bribery Lawsbribery Law. No Governmental Official, no political party official, and no candidate for office serves as an officer or director of the Company or any Company Subsidiary, nor, to the knowledge of the Company, does any such person hold or will hold an ownership or other economic interest, direct or indirect, in the Company or any Company Subsidiary.
(he) The Company is aware of, and has been advised as to, the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the PRC Ministry of Commerce, the State Assets Supervision and Administration Commission, the SAT, the China Securities Regulatory Commission (the “CSRC”), the SAIC and SAFE on August 8, 2006 (as amended in June 2009, the “M&A Rules”) and the Anti-monopoly Law of the People’s Republic of China (the “AML”). The Merger and the consummation of the other Transactions contemplated by this Agreement are not and will not be at the Closing Date affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the M&A Rules, including the guidance and notices issued by the CSRC on September 8 and September 21, 2006 (collectively, the “M&A Rules and Related Clarifications”) or the AML or any official clarifications, guidance, interpretations or implementation rules in connection with or related to the AML (collectively, the “AML Rules”). As of the date hereof, the M&A Rules and Related Clarifications did not and do not require the Company to obtain the approval of the CSRC prior to the Effective Time or the consummation of the Transactions contemplated by this Agreement and the AML Rules did not and do not require the Company to obtain the approval of the PRC Ministry of Commerce prior to the Effective Time or the consummation of the Transactions contemplated by this Agreement.
(f) (i) Neither the Company nor any of its Subsidiaries Company Subsidiary, nor any director, officer or employee thereof, nor, to the knowledge of the Company, any director, officer, employee, representative, agent agent, or affiliate Affiliate of the Company or any of its SubsidiariesCompany Subsidiary is an individual or entity (a “Person”) that is, or any person is owned or company acting on behalf of controlled by a Person that is (x) the Company (i) is currently subject to or the target of any U.S. sanctions administered or enforced by the office U.S. Department of Treasury’s Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State(“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority authorities (collectively, “Sanctions”) or (y) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria); or (ii) has violated any applicable Sanctions The Company and each Company Subsidiary represents and covenants that it will not, directly, or anti-money laundering Lawindirectly, anti-terrorism Lawuse the proceeds of the offering, export restrictionsor lend, anti-boycott regulations contribute or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or otherwise make available such proceeds to any of its Subsidiaries respective subsidiary, joint venture partner or other Person (x) to fund or facilitate any activities or business of or with respect to anti-money laundering Law any Person or in any country or territory that, at the time of such funding or facilitation, is pending orthe subject of Sanctions or (y) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, to whether as underwriter, advisor, investor or otherwise); (iii) the knowledge Company and each Company Subsidiary represents and covenants that, for the past five (5) years, it has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the Companydealing or transaction is, threatened in writingwas or would be the subject of Sanctions.
Appears in 1 contract
Sources: Merger Agreement (Sino Gas International Holdings, Inc.)
Permits; Compliance with Laws. (a) Each Group (i) The Company is and its Subsidiaries or, to the Knowledge of the Company, its distributors, are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, exemptions, consents, certificates, approvals approvals, product listings, registrations, clearances, orders and orders of any Governmental Authority other authorizations necessary for such Group the Company and its Subsidiaries to own, lease, lease and operate and use its their respective properties and assets under and pursuant to all applicable Laws, or to carry on its business their respective businesses as it is now being conducted other than those under and pursuant to all applicable Laws (the lack “Company Permits”), (ii) all such Company Permits are in full force and effect and (iii) as of the date of this Agreement, no suspension, cancellation, withdrawal or revocation thereof is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of, failure to be in full force and effect or the suspension, cancellation, withdrawal or revocation thereof (A) has not been, and would notnot reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole and (B) would not reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would notto, individually or in the aggregate, reasonably be expected impair in any material respect the ability of the Company to have a Company Material Adverse Effectperform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.
(b) No Group The Company is and its Subsidiaries have been since January 1, 2015, and are in defaultcompliance with (i) all applicable Laws and (ii) all Company Permits, breach or violation of except where any Material Company Permitfailure to be in such compliance (A) has not been, in each case except for any such default, breach or violation that individually, or in the aggregate, and would not reasonably be expected to have be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole and (B) would not reasonably be expected to, individually or in the aggregate, impair in any material respect the ability of the Company Material Adverse Effectto perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.
(c) Each Group Company is in compliance in all material respects with applicable Law (includingSince January 1, without limitation2015, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent none of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries noror, to the knowledge Knowledge of the Company, any directorof their respective directors, officerofficers or employees, employeehas received any written or, representative, agent or affiliate to the Knowledge of the Company or any of its SubsidiariesCompany, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury oral notification from a Governmental Authority or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving Person asserting that the Company or any of its Subsidiaries is, or is suspected of, alleged to be or under investigation for being, not in compliance in all material respects with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writingany Laws or Company Permits.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each Group The Company is in possession of all franchises, grants, authorizations, licenses, permits, easementscertificates, variances, exceptionsexemptions, consentsapprovals, certificatesorders, approvals registrations and orders clearances of any Governmental Authority Entity (each, a “Permit ”) necessary for such Group the Company to own, lease, lease and operate and use its properties and assets or assets, and to carry on and operate its business businesses as it is now being currently conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All and all such Material Company Permits are valid and in full force and effect, except for any where the failure to have, or the failure to be valid or in full force and effect that of, any Company Permits would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company . Each Permit is valid and in defaultfull force and effect except as would not, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c. Except as set forth in Section 3.05(a) Each Group of the Company is Disclosure Letter or as would not, individually or in compliance in all material respects with applicable Law (includingthe aggregate, without limitationreasonably be expected to have a Company Material Adverse Effect, (i) no Company Permit has been revoked, suspended, terminated or materially impaired in any Laws applicable to its business manner since December 31, 2011, and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither neither the Company nor any of its Subsidiaries norCompany Subsidiary is in default or violation, to the knowledge of the Companyin any respect, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (iiCompany Permits. Except as set forth in Section 3.05(a) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving of the Company Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company is not the subject of any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writingaction, suit, claim, dispute or other litigation, legal, administrative or arbitration proceeding or investigation, seeking the revocation, suspension, termination, modification or impairment of any Permit.
Appears in 1 contract
Sources: Merger Agreement (Ubiquity, Inc.)
Permits; Compliance with Laws. (a) Each Group All Permits (i) pursuant to which the Company is or any of its Subsidiaries currently operates or holds any interest in possession their respective assets or properties, or (ii) which are required for the operation of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders the business of the Company or any of its Subsidiaries or the holding of any Governmental Authority necessary for such Group interest, has been issued or granted to the Company or such Subsidiary, and all such Permits are in full force and effect and materially constitute all Permits required to own, lease, permit the Company or such Subsidiary to operate and use its properties and assets or to carry on conduct its business as it is now being currently conducted other than those the lack thereof would not, individually and hold any interest in its properties or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectassets.
(b) No Group The Company is in defaultand each of its Subsidiaries are, breach or violation of any Material Company Permitand have all times been, in each case except for compliance in all material respects with all applicable Laws and, as of the date of this Agreement, have not received any such defaultwritten notices of violation with respect to, breach any Law. All Company Products comply in all material respects with applicable Laws. To the Knowledge of the Company, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a material violation that individuallyby the Company or any Subsidiary of, or in a material failure on the aggregatepart of the Company or any Subsidiary to comply with, would not reasonably be expected to have a Company Material Adverse Effectany Law.
(c) Each Group The Company and each of its Subsidiaries has at all times conducted its export and import transactions in accordance with all applicable Export and Import Control Laws in all material respects. Without limiting the foregoing:
(i) the Company and each of its Subsidiaries has obtained and is in compliance in all material respects with the terms of all applicable Law (including, without limitation, (i) any Laws applicable to its business Export and Import Approvals;
(ii) any Laws related there are no pending or, to the protection Company’s Knowledge, threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Company or any Subsidiary with respect to such Export and Import Approvals;
(iii) there are no actions, nor to the Company’s Knowledge conditions or circumstances pertaining to the Company’s or any Subsidiary’s marketing of personal data). To Company Products or export or import transactions that would reasonably be expected to give rise to any future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under the knowledge Export and Import Control Laws;
(iv) no approval from a Governmental Authority for the transfer of Export and Import Approvals to Buyer are required or cannot be obtained expeditiously without material cost; and
(v) Section 4.18(c) of the Disclosure Schedule sets forth a true, correct and complete list of all export control classifications, Harmonized Tariff Section Codes, and Section B Codes applicable to the Company, no Group ’s Products and the Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyrightIP.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor(including, to the knowledge Knowledge of the Company, any directorof their officers, officerdirectors, employeeemployees, representativeagents, agent distributors or affiliate other Person acting on their behalf, in their capacity as such) has, directly or indirectly, used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, made any unlawful payment to foreign or domestic government officials or employees or made any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, or taken any action which would cause it to be in violation of any Anti-Corruption and Anti-Bribery Laws. There are no pending or, to the Company’s Knowledge, threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Company with respect to any Anti-Corruption and Anti-Bribery Laws.
(e) The Company and its Subsidiaries assert that they do not meet the criteria set forth in: Section 17(a) of the Israeli Economic Competition Law, 1988 (the “Israeli Competition Law”) and Section 9 of the Israeli Restrictive Trade Practices Regulations (Registration, Publication and Reporting of Transactions), 2004, promulgated thereunder, in terms of market shares (less than 50% in each market in which they operate) and annual turnover in Israel (less than NIS 10 million), and assuming that the Acquisition and the other transactions contemplated by this Agreement are not subject to the criteria set forth in Section 17 of the Israeli Competition Law by virtue of the combined market shares of Buyer and the Company and its Subsidiaries or combined annual turnover in Israel, the Acquisition does not require a pre-merger filing with the Israeli Commissioner of Competition and no waiting period or, with respect to the Company or any of its Subsidiaries, any other action or any person or company acting on behalf of Consent is required under the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Israeli Competition Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Sources: Share Purchase Agreement (JFrog LTD)
Permits; Compliance with Laws. (a) Each Group Company is in possession of the Companies, and each of their respective employees, holds and has held all franchises, grants, authorizationspermits, licenses, permits, easements, variances, exceptionsexemptions, consents, certificates, orders and approvals and orders of any all Governmental Authority necessary for Authorities that are material to the operation of the businesses or ownership of the properties of the Company or are required to be held by such Group Company to own, lease, operate and use its properties and assets or to carry on its business as it is now being conducted other than those the lack thereof would not, individually or employees in the aggregate, reasonably be expected to have a Company Material Adverse Effect connection with their employment (the “Material Company Permits”). As Each of the date hereofCompanies, no suspension or cancellation and each of any of the Material Company Permits their employees, is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is has been in compliance in all material respects with applicable Law (includingthe terms of its respective Permits. No suspension, without limitationcancellation, (i) modification, revocation or nonrenewal of any Permit is pending, or, to the Company’s knowledge, threatened with respect to any Permits. The businesses of the Companies are being and have been conducted in conformity with all Laws, except with respect to such violations as would not be material to the Company. Since January 1, 2014, none of the Companies has received any written, or to the Company’s knowledge, other notice that any of the holders of Shares or the Companies have not complied in any material respect with any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge ownership, operation or conduct of the Companybusinesses of the Companies or their respective Assets. Neither the Companies nor, no Group Company has as applicable, their respective Affiliates have received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and are not aware of any basis for, any pending Action or order concerning any failure to obtain any investment adviser, broker, dealer, commodity broker-dealer, introducing broker, futures commission merchant, or similar registration, license or qualification, in each case, with respect to the ownership, operation and/or conduct of the business of the Companies or their respective Assets. No investigation or review by any Governmental Authority with respect to the Company is pending or to the Company’s knowledge threatened. No condition exists which is reasonably likely to result in any suit, claim, action, proceeding or investigation by any person or Governmental Authority against the Company. Section 4(a)(xi) of the Company Disclosure Letter lists the registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made securities licenses held by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capitalemployees.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each Group The Company is and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for such Group the Company to own, lease, operate and use its properties and assets or Subsidiaries to carry on its their business as it is now being conducted other than those the lack thereof would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, all Company Permits are in full force and effect and no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge Knowledge of the Company, threatened. All such Material Company Permits are valid and , except where the failure to be in possession of or be in full force and effect, or the suspension or cancellation of, any of the Company Permits would not have, individually or in the aggregate, a Company Material Adverse Effect.
(b) None of the Company or any of its Subsidiaries is in, or has been in since April 1, 2012, and to the Knowledge of the Company none of the Company or any of its Subsidiaries is under investigation by any Governmental Authority with respect to, any default or violation of any (i) Law applicable to the Company, any of its Subsidiaries or by which any of their respective properties or assets are bound or (ii) Company Permit, except for any failure to be valid such defaults or in full force and effect violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of Notwithstanding the foregoing, no representation or any orders warranty in Section 4.5(a) or licenses issued pursuant to such authority (collectively, “Sanctions”); or (iithis Section 4.5(b) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries is made with respect to antiCompany SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” employee benefits matters, Intellectual Property Rights matters, Tax matters, real property matters or environmental matters, which are addressed exclusively in Section 4.6 (Company SEC Documents; Financial Statements), Section 4.8 (Disclosure Controls and Procedures), Section 4.12 (Employee Benefit Plans), Section 4.14 (Intellectual Property Rights), Section 4.15 (Taxes), Section 4.17 (Real Property), Section 4.18 (Environmental), Section 4.19 (International Trade Laws) and Section 4.20 (Anti-money laundering Law is pending orBribery), to the knowledge of the Company, threatened in writingrespectively.
Appears in 1 contract
Sources: Merger Agreement (Compuware Corp)
Permits; Compliance with Laws. (a) Each Group Except as would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (i) each of the Company and each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each such Group Company entity to own, lease, lease and operate and use its properties and assets or to carry on its business as it is now being conducted (the “Company Permits”), (ii) all such Company Permits are in full force and effect, (iii) no default or violation has occurred under any such Company Permit and no notice of a default or violation has been received from any Governmental Authority and (iv) neither the Company nor any Company Subsidiary has received any written, or to the knowledge of the Company, other than those notification from any Governmental Authority threatening to revoke, suspend or cancel any such Company Permit.
(b) Each of the lack thereof Company and each Company Subsidiary is, and at all times since July 1, 2004, has been, in compliance with all Company Permits and all Laws applicable to such entity or by which any property or asset of such entity is bound or affected, and has not received any written, or to the knowledge of the Company, other notice of any violation of any such Law, except as would not, or would not reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As of the date hereof, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material Company Permits are valid and in full force and effect, except for any failure to be valid or in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group Company is in default, breach or violation of any Material Company Permit, in each case except for any such default, breach or violation that individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group The Company is and the Company Subsidiaries are in compliance with all statutory and regulatory requirements under the Arms Export Control Act (22 U.S.C. 2778), the International Traffic in all material respects with applicable Law Arms Regulations (including22 C.F.R. ss. 120 et seq.), without limitationthe Export Administration Regulations (15 C.F.R. ss. 730 et seq.) and associated executive orders, (i) any and the Laws applicable to its business and (ii) any Laws related to implemented by the protection Office of personal data). To the knowledge Foreign Assets Controls, United States Department of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
Treasury (d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commercecollectively, the State Administration of Foreign Exchange (“SAFEExport Control Laws”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed except for any failure to be in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner compliance that would constitute official or commercial bribery or an illegal kickbacknot, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The not reasonably be expected to, individually or in the aggregate, have a Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Material Adverse Effect. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or Subsidiaries has received any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending written or, to the knowledge of the Company, threatened other communication since July 1, 2002 that alleges that the Company or a Company Subsidiary is not, or may not be, in writingcompliance with, or has, or may have, any Liability under, the Export Control Laws, except for any actual or possible failure to be in compliance or Liability that would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.
(d) Neither the Company, nor any Company Subsidiaries, nor any of their Affiliates or any other Persons acting on their behalf has, in connection with the operation of their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation of Section 104 of the Foreign Corrupt Practices Act of 1977, as amended, or any other similar applicable foreign, Federal or state law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts, or (iii) violated or operated in noncompliance with any export restrictions, anti-boycott regulations, embargo regulations or other applicable domestic or foreign laws and regulations, except in the case of clauses (i), (ii) or (iii) above, would not, or would not reasonably be expected to, individually or in the aggregate have a Company Material Adverse Effect.
(e) The Company has made all certifications and statements required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Company’s filings pursuant to the Exchange Act. The Company has established and maintains disclosure controls and procedures (as defined in Rule 1315 under the Exchange Act) as required by Rule 1315 of the Exchange Act.
(f) The Company has designed a system of internal accounting control sufficient to comply, in all material respects, with all legal and accounting requirements applicable to the Company. The Company and the Company Subsidiaries have disclosed, based on their most recent evaluation of internal controls, to the Company’s and Company Subsidiaries’ outside auditors and the audit committee of the board of directors of the Company and Company Subsidiaries (A) all significant deficiencies and material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rule 1315(f) of the Exchange Act) which are reasonably likely to adversely affect in any material respect the Company’s and Company Subsidiaries’ ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or the Company Subsidiaries’ internal controls over financial reporting. Since July 1, 2004, the Company has not received written or, to the knowledge of the Company, other complaints, allegations, assertions or claims regarding the accounting practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any such complaints, allegations, assertions or claims that the Company has engaged in questionable accounting or auditing practices.
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Sources: Merger Agreement (Aeroflex Inc)
Permits; Compliance with Laws. (a) Each Group The Company is and the Company Subsidiaries are in possession of (i) all franchises, grants, authorizations, licenses, establishment registrations, product listings, permits, easements, variances, exceptions, consents, certificates, identification and registration numbers, approvals and orders of any Governmental Authority Entity necessary for such Group the Company or any Company Subsidiary to own, lease, lease and operate and use its properties or to produce, store, distribute and assets market its products or otherwise to carry on its business as it is now being conducted other than those and (ii) agreements from all Federal, state, foreign and local governmental agencies and accrediting and certifying organizations having jurisdiction over such facility or facilities that are required to operate the lack thereof would notfacility or facilities in the manner in which it or they are currently operated (collectively, the "Company Permits"), except where the failure to have, or the suspension or cancellation of, any of the Company Permits could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (the “Material Company Permits”). As Effect, and, as of the date hereofof this Agreement, no suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. All such Material , except where the failure to have, or the suspension or cancellation of, any of the Company Permits are valid and in full force and effect, except for any failure not reasonably expected to be valid or in full force and effect that would nothave, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) No Group . Neither the Company nor any Company Subsidiary is in defaultconflict with, breach or in default or violation of, (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Material Company PermitSubsidiary is bound or affected or (ii) any Company Permits, except in each the case except of clauses (i) and (ii) for any such defaultconflicts, breach defaults or violation violations that individuallyare not reasonably expected to have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(c) Each Group Company is in compliance in all material respects with applicable Law (including, without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data). To the knowledge of the Company, no Group Company has received any written notice or communication from any applicable Governmental Authority of any material non-compliance with any applicable Laws or Material Company Permits that has not been cured. This section shall not apply to infringement of any patent, trademark or copyright.
(d) All approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) that are material to the Group Companies taken as a whole and required to be made by the Company or its Subsidiaries in respect of the Company and its Subsidiaries and their capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce, the State Administration of Foreign Exchange (“SAFE”), the State Administration of Taxation, the State Administration of Press, Publication, Radio, Film and Television, the National Health and Family Planning Commission, and the Ministry of Industry and Information Technology and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws in all material respects. Each Onshore Subsidiary has complied in all material respects with all applicable PRC Laws regarding the contribution and payment of its registered capital.
(e) The directors, officers and employees of the Group Companies, and to the knowledge of the Company, any other ultimate beneficial owners of the Company who are PRC residents subject to the requirements of SAFE Circular 37 or any other SAFE Rules and Regulations, have complied in all material respects with the requirements of the SAFE Rules and Regulations. The relevant Onshore Subsidiaries have complied in all material respects with the filing and registration requirements of SAFE Circular 7 and any other applicable SAFE Rules and Regulations in respect of the Share Incentive Plans.
(f) Neither the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, any agent of the Company or any of its Subsidiaries acting on behalf of the Company or any of its Subsidiaries, have offered, paid, promised to pay or authorized the payment of any money or anything else of value, whether directly or through another person, to any person in any manner that would constitute official or commercial bribery or an illegal kickback, or would otherwise violate any Applicable Anti-Bribery Law.
(g) The Company has maintained complete and accurate books and records and effective internal controls in accordance with the Applicable Anti-Bribery Laws.
(h) Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, representative, agent or affiliate of the Company or any of its Subsidiaries, or any person or company acting on behalf of the Company (i) is currently subject to or the target of any U.S. sanctions administered by the office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority; or pursuant to the Comprehensive Iran Sanctions and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act of 2012, the National Defense Authorization Act for Fiscal Year 2012, the Iran Freedom and Counter-Proliferation Act of 2012, each as amended, or any executive order, directive or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued pursuant to such authority (collectively, “Sanctions”); or (ii) Subsidiary has violated any applicable Sanctions or anti-money laundering Law, anti-terrorism Law, export restrictions, anti-boycott regulations or embargo regulation.
(i) No action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to anti-money laundering Law is pending or, to the knowledge of the Company, threatened in writing.received notice from the
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