in material breach or in material default under any Company Significant Contract. In each instance where a Company Significant Contract requires the consent of a Third Party for the transfer of such Company Significant Contract to the Company, such Company Significant Contract is listed in Part 2.9(b) of the Disclosure Schedule, and all such consents shall be obtained prior to Closing.
(c)To the Knowledge of the Seller Parties and the Company after reasonable diligent investigation, the counterparties to all Company Significant Contracts dealing with supply of Products have fully and timely performed their supply obligations thereunder, and there are no circumstances existing or reasonably anticipated that could lead to a supply delay or disruption under any such Company Significant Contract.
2.10Compliance with Laws. The Company is in compliance with all applicable Legal Requirements with which compliance is necessary for the operation of the business of the Company as currently conducted, except for where the failure to be compliance would not have a Company Material Adverse Effect. Neither Company nor any Seller Party has received any notice of noncompliance from any Governmental Body with respect thereto.
2.11Permits. The Company holds all material permits, approvals, licenses and registrations from U.S. federal, state and local as well as foreign governmental authorities that are necessary for the conduct of the Business. All such permits, approvals, licenses and registrations are listed in Part 2.11 of the Disclosure Schedule, are valid and in full force and effect, and copies of the same have been provided to Purchaser.
(a)Each of the income and other material Tax Returns required to be filed by the Seller Parties or the Company with any Governmental Body on or before the Closing Date: (i) has been filed on or before the applicable due date (including any extensions of such due date); and (ii) has been prepared in all material respects in compliance with applicable Legal Requirements. All amounts shown on the Tax Returns to be due have been paid, except to the extent such amounts are properly reserved for on the books or records of the respective Seller Party or the Company. All Taxes that the Seller or the Company have been required to collect or withhold have been duly collected or withheld and paid over to the proper governmental tax authority.
(b)Neither Seller Party nor the Company has received from any Governmental Body any notice regarding any contemplated or pending audit, examination or other administrative or court proceeding involving Taxes imposed with respect to the Business.
(c)No waiver or agreement by either Seller Party or the Company is in force for the extension of time for the payment, collection or assessment of any Taxes with respect to the Business beyond the date hereof.
(d)Neither Seller Party nor the Company has received from any Governmental Body in a jurisdiction where a Seller Party has not filed any Tax Return with respect to the Business any written claim that either Seller Party or the Company is subject to taxation with respect to the Business by that jurisdiction. Neither Seller Party nor the Company has been notified in writing by any Governmental Body regarding any proposed, asserted or assessed deficiency for any Tax imposed on such Seller Party or the Company which was not settled or paid.
[*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.