Representations: compliance

56 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Licenses

   Seller holds all Licenses necessary or advisable for the lawful use and operation of the Purchased Assets. All such Licenses are in good standing and in full force and effect. Seller is in compliance with the terms of such Licenses, and no Action is pending or, to the Knowledge of Seller, threatened seeking the revocation or limitation of any such License. No condition, fact or circumstance exists that would result in, or would be likely to result in, the revocation, limitation, nonrenewal or denial of any License necessary or advisable for the lawful conduct of Seller’s business

   CLEANSPARK, INC. (CLSK) (CIK 0000827876) · filed 2024-06-20 · read the filing · this wording recurs in 6 agreements we hold

2. 02

   Compliance with Laws

   To the knowledge of the Company, the Company is, and at all times prior to the date hereof, has been in compliance with all statutes, orders, rules, ordinances and regulations applicable to it or to the ownership of its assets or the operation of its businesses. The Company has not received any written order or written notice of any such violation or claim of violation of any such statute, order, rule, ordinance, or regulation by the Company, except as listed on Schedule 5.12. The Company owns, holds, possesses, or lawfully uses in the operation of its business all permits and licenses which are in any manner necessary or required for it to conduct its operation and business as now being conducted. Schedule 5.12 sets forth a list of all licenses and permits held by the Company used in the operation of the Business, all of which are in good standing and will be in effect as of the Closing Date, unless surrendered by the Company to effectuate this transaction. To the knowledge of the Company, no material record violations exist in respect of any such permit or license and no investigation or proceeding is pending or threatened, that would reasonably be expected to result in the suspension, revocation, modification, non-renewal, limitation or restriction of any such permits or licenses

   RCI HOSPITALITY HOLDINGS, INC. (RICK) (CIK 0000935419) · filed 2022-12-15 · read the filing · this wording recurs in 5 agreements we hold

3. 03

   Compliance with Laws

   The business and operations of Seller as such business and operations relate to Specified Programs and the other Transferred Assets are in material compliance with, and for the past three (3) years, have been in material compliance with, applicable Laws, and during the past three (3) years, Seller has not received any notices of any violation with respect to such Laws, except for failures to be in compliance that individually or in the aggregate have not been and would not reasonably be expected to be material and adverse to the Transferred Assets, taken as a whole

   Atreca, Inc. (CIK 0001532346) · filed 2024-04-22 · read the filing · this wording recurs in 4 agreements we hold

4. 04

   Permits, Etc

   To Seller’s knowledge, all applicable permits, licenses, authorizations and certificates of occupancy required by Governmental Authorities for the management, occupancy, leasing and operation of the Property are in full force and effect

   LMP Automotive Holdings, Inc. (CIK 0001731727) · filed 2022-08-10 · read the filing · this wording recurs in 4 agreements we hold

5. 05

   Compliance with Law

   (a) Seller is and, during the past six (6) years, has been, with respect to the operation of the Business and the ownership and use of the Purchased Assets, in compliance in all material respects with all applicable Laws (including Health Care Laws), except as set forth in Section 5.5 of the Seller Disclosure Schedule. The Cell Banks are and, during the past six (6) years, have been maintained and stored in compliance in all material respects with (i) applicable Laws and (ii) the Master Project Agreement by and between Seller and Fisher BioServices, Inc., dated September 11, 2012, and the Commercial Manufacturing Agreement by and between Seller and KBI Biopharma, Inc., dated November 14, 2018, as applicable. During the past six (6) years, Seller has not, and to the Knowledge of Seller no other Person has, received any written subpoenas, demands, audits, written notices of adverse filing, warning letters, or other notices from any Governmental Authority inquiring into, or otherwise relating to, any actual or potential violation of any Laws applicable to the Business, the Purchased Assets or the Assumed Liabilities. Seller is not under investigation by any Governmental Authority for a violation of any Laws applicable to the Business, the Purchased Assets or the Assumed Liabilities, and, to the Knowledge of Seller, there are no facts or circumstances that would reasonably be expected to form the basis for any such violation. (b) Section 5.5(b) of the Seller Disclosure Schedule sets forth all material Permits held by Seller that are necessary or required to enable Seller to conduct the Business or own and operate the Purchased Assets. Seller holds each such material Permit, and each such material Permit is valid and in full force and effect. Seller is in compliance in all material respects with the terms and requirements of such material Permits. Section 5.6 Seller SEC Reports; Financial Statements . (a) Seller has filed all reports, schedules, forms, statements or other documents required to be filed by it under the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “ Securities Act ”), or the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”), as the case may be, since January 1, 2022 (collectively, the “ Seller SEC Repor […]

   Coherus BioSciences, Inc. (CHRS) (CIK 0001512762) · filed 2025-01-14 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Compliance with Law

   Except as would not individually or in the aggregate be material to Cyclerion, Cyclerion is not in violation of any Law, and to the Knowledge of Cyclerion, no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result in a violation by Cyclerion or its Subsidiary of, or failure on the part of Cyclerion or its Subsidiary to comply with, any Law that is or was applicable to the Purchased Programs (including research, development, manufacturing, and regulatory interactions). Except as would not individually or in the aggregate be material to Cyclerion, there is no (i) action or investigation pending or, to the Knowledge of Cyclerion, threatened, by any Governmental Entity or (ii) any legal or administrative proceeding pending or, to the Knowledge of Cyclerion, threatened, in each case ((i) and (ii)), against Cyclerion or its Subsidiary related to the Purchased Assets. Section 4.4. Consents and Approvals; No Conflicts . Except for the Cyclerion FDA Letters and the Cyclerion Orphan Designation Letter, and as set forth on Section 4.4 of the Disclosure Schedules, no filing with, and no permit, authorization, consent or approval of, any third party, public body or governmental authority is necessary for the consummation by Cyclerion of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Cyclerion nor the consummation by Cyclerion of the transactions contemplated hereby, nor compliance by Cyclerion with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the charter or bylaws or equivalent governing documents of Cyclerion, as may be amended, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Cyclerion is a party or by which Cyclerion or any of the Purchased Assets may be bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Cyclerion, or any of the Purchased Assets, except in the case of clauses (b) and (c) for violations, breaches or defaults which would not individually […]

   Cyclerion Therapeutics, Inc. (CYCN) (CIK 0001755237) · filed 2023-06-09 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Compliance with Laws

   (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Business is currently conducted, and during the past three years has been conducted, in compliance with all applicable Laws applicable to the Seller’s or any Transferred Subsidiary’s conduct of the Business. Annex A-20 Table of Contents (b) Section 4.21(b) of the Disclosure Schedule lists all permits, concessions, grants, franchises, licenses, certifications and other authorizations and approvals of Governmental Entities that are material to and necessary for the conduct of the Business (collectively, “ Permits ”). Each Permit is in full force and effect and the Seller or Transferred Subsidiary, as applicable, is in compliance with each Permit, except in each of the foregoing cases, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There are no proceedings pending or, to the Knowledge of the Seller, threatened that would result in the revocation, cancellation, suspension or modification of any Permit. (c) The Seller and the Transferred Subsidiaries have conducted any export transactions in compliance in all material respects with applicable provisions of United States export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the export control laws and regulations of any other applicable jurisdiction (collectively, “ Export Control Laws ”)

   ContextLogic Inc. (LOGC) (CIK 0001822250) · filed 2024-03-15 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Compliance with Laws

   (a) Seller has complied in all material respects with, is not in material violation of, and has not received any written notices of a material violation with respect to, any Laws applicable to the operations of the Acquired Assets as currently conducted. (b) Seller maintains all material Permits from any Governmental Authority necessary to carry on the operations of the Acquired Assets as presently conducted. All Permits are in full force and effect (and shall remain in full force and effect immediately after giving effect to the transactions contemplated hereby), and Seller is in material compliance with the terms thereof. Seller has fulfilled and performed all its obligations with respect to the Permits in all material respects and no event has occurred which allows, or after notice or lapse of time would reasonably be expected to allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any Permit. (c) Seller and to Seller’s Knowledge each officer, director, or employee of Seller: (i) has not been convicted of a criminal offense; and (ii) is not under sanction, exclusion, or investigation (civil or criminal) related the operations of the Acquired Assets

   Authentic Holdings, Inc. (AHRO) (CIK 0001338929) · filed 2025-05-02 · read the filing · this wording recurs in 2 agreements we hold

9. 09

   Compliance with Law

   Imara is in compliance with, and is not in default under or in violation of, any Order or Law applicable to the Exploitation of the Licensed Products or the conduct of the Imara PDE9 Program or by which any of the Purchased Assets, Licensed Patent Rights or Licensed Know-How is bound except for any failure to comply, default or violation that has not had and is not reasonably likely to have, a Material Adverse Effect. Imara has not received any written notice from any Governmental Authority or other Person regarding any actual, alleged, possible or potential breach, violation of, or non-compliance with, any Order or Law to which any of the Purchased Assets, Licensed Patent Rights or Licensed Know-How is or has been subject. Imara is not subject to any Order or, to the Knowledge of Imara, any Law that in any case would prohibit or restrict Cardurion from conducting the Imara PDE9 Program or Exploiting the Licensed Products

   IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 2 agreements we hold

10. 10

    Permits

    ‎Section 3.19 of the Seller Disclosure Schedule sets forth all material Permits that are held by each of the Company Entities and Affiliated Professional Entities. Except as set forth on ‎Section 3.19 of the Seller Disclosure Schedule, except with respect to licenses, approvals, consents, registrations and permits required under applicable Environmental Laws (which are addressed exclusively in ‎Section 3.10(b) ), and except as would not, individually or in the aggregate, reasonably be expected to be material to the Company Entities and the Affiliated Professional Entities, taken as a whole, (i) the Company Entities and Affiliated Professional Entities have all Permits required to conduct their businesses and own, lease and operate their properties and assets as currently conducted and operated on the date hereof, and (ii) each such Permit is in full force and effect and the applicable Company Entity or Affiliated Professional Entity is in compliance with all its obligations with respect thereto. There are no proceedings pending or, to the Company’s Knowledge, threatened which would reasonably be expected to result in the revocation or termination of any material Permit of any Company Entity or any Affiliated Professional Entity. 37 Section 3.20 Intellectual Property . (a) ‎Section 3.20(a) of the Seller Disclosure Schedule accurately lists each patent, patent application, registered trademark, trademark registration application, registered internet domain name, registered copyright and copyright registration application, in each case, owned by the specified Company Entity or the Affiliated Professional Entity as of the date of this Agreement whether inside or outside the United States. Except as noted in ‎Section 3.20(a) of the Seller Disclosure Schedule: (i) the specified Company Entity or the Affiliated Professional Entity owns all right, title and interest in and to the respective Intellectual Property listed thereon free and clear of all Liens other than Permitted Liens; (ii) the Intellectual Property listed thereon is subsisting and, to the Company’s Knowledge, valid and enforceable; and (iii) to the Company’s Knowledge, the Intellectual Property listed thereon is not subject to any challenge, opposition, cancellation, re-examination, interference or similar Action pending before any Governmental Authority. There are no registration, maintenance or renew […]

    Fulgent Genetics, Inc. (FLGT) (CIK 0001674930) · filed 2025-12-22 · read the filing

11. 11

    Liquor Licenses

    Operating Lessee shall enter into a separate escrow (“ Liquor Escrow ”) with California Business Escrow, Inc., 1748 Main St., Escalon, California 95320; Attn: Diane Boudreau (“ Liquor Escrow Holder ”), to transfer to Purchaser or the New Permittee (hereinafter defined) California liquor license number 577372, which is the alcoholic beverage license held by Operating Lessee to operate the restaurant, bars and lounges presently located within the Hotel (the “ Liquor License ”). The purchase price deposited into the Liquor Escrow at Closing shall be the sum of (i) the amount of One Hundred Forty-Five Thousand Dollars ($145,000.00), which is the amount allocated to the Liquor License, an (ii) the amount allocated to the Alcoholic Beverage Inventory at the Hotel as of the Closing Date as determined pursuant to Section 7.9 hereof ((i) and (ii) collectively, the “ Liquor Assets Purchase Price ”). That portion of the Liquor Assets Purchase Price allocated to the Liquor License ($145,000.00) shall be treated as a credit against the Purchase Price and shall not be in addition to the Purchase Price. Seller and Purchaser acknowledge that the terms and conditions of the Liquor Escrow shall be conducted under Sections 24049 and 24074 of the California Business & Professions Code. The Liquor Escrow Holder is hereby authorized and instructed to publish and record all required notices, handle creditor claims, and to obtain tax releases in accordance therewith and to handle funds in the escrow established 35 39148893v.18 for the transfer of the existing Liquor License in accordance with Sections 24049 and 24074 of the California Business and Professions Code. Upon the ABC’s approval of the transfer of the Liquor License to Purchaser or New Permittee, the Liquor Assets Purchase Price (less any amounts paid by Liquor Escrow Holder to any bona fide creditors of Operating Lessee in accordance with Applicable Law) shall be delivered by the Liquor Escrow Holder to Operating Lessee. Seller and its Affiliates and Purchaser shall cooperate each with the other, and each shall execute or cause to be executed such transfer forms, license applications and other documents as may be necessary to transfer the Liquor License to Purchaser or the New Permittee. Within five (5) Business Days after the Effective Date or five (5) Business Days after receipt from the Liquor Escrow Holder (whichever […]

    Braemar Hotels & Resorts Inc. (BHR, BHR-PB, BHR-PD) (CIK 0001574085) · filed 2024-08-08 · read the filing

12. 12

    Liquor Licenses

    Schedule 4.29 identifies the license(s) for the sale of alcohol (each a “Liquor License”) for each Restaurant, including the type and renewal date for each Liquor License. The Company has provided copies of all Liquor Licenses to Purchaser. All Liquor Licenses are in good standing and in full force and effect. Since January 1, 2019, there have been no investigations, citations, notices of violations or noncompliance with any laws, rules or regulations that govern the sale of alcoholic beverages, administrative proceedings, reports, filings, documents and correspondence with respect to or related in any way to the Liquor Licenses, the Company has not received notice that any such matter is pending, and there are no facts known to the Owner or the Company, which would be a proper basis for such matter. The Company has timely paid when due all Taxes and any other amounts payable with respect to the Liquor Licenses. 4.30. COVID-19. (a) Except as set forth on Schedule 4.30, the Company has not, due to the Pandemic (including as a result of any COVID-19 Orders): (i) agreed to defer or modify payment terms with respect to any accounts receivable, or received any request to take such actions from any third-party, written off any accounts receivable or increased any reserves for uncollectible accounts; (ii) deferred payment of, or modified payment terms with respect to, any accounts payable or indebtedness, or requested any such deferment or modification from any third-party; 27 (iii) temporarily shut down any facility, including for sanitizing, or ordered a reduction in force (and Schedule 4.30 sets forth the dates of any such shut down and the approximate number of employee hours lost as a result of such shutdown); (iv) implemented any (x) freeze or reduction in salary, wages, bonus or other compensation, or (y) other costs savings measures; or (v) entered into any Contract to do any of the foregoing or undertaken any action or omission that would result in any of the foregoing. (b) With respect to each Purchased Contract, neither the Company nor the Owner has received notice of any plan or intention of any other party to any Purchased Contract to exercise any right to cancel, defer performance of, terminate, or rely on any force majeure or similar provisions of any Purchased Contract as a result of the Pandemic or COVID-19. (c) Except as set forth on Schedule 4.30 […]

    First Watch Restaurant Group, Inc. (FWRG) (CIK 0001789940) · filed 2024-11-12 · read the filing