Compliance with the Ruling Sample Clauses

Compliance with the Ruling. Allegion and IR hereby confirm and agree to comply with any and all applicable covenants, agreements and representations in the Ruling (including, in the case of Allegion, to agreeing that Allegion will not cease the active conduct of its trade or business within the meaning of Section 355(b) of the Code) and the Tax Opinions.
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Compliance with the Ruling. CarMax hereby confirms and agrees to comply with any and all covenants, agreements and representations in the Ruling applicable to CarMax or any member of the CarMax Group, including but not limited to agreeing that CarMax will not cease the active conduct of its trade or business within the meaning of Section 355(b) of the Code during the Restricted Period.
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Compliance with the Ruling. Each of the Parties hereby undertakes to refrain from taking any action, except with the prior written consent of the other Parties, that would constitute a breach or default under the Ruling.
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Compliance with the Ruling. Spinco and Peabody hereby confirm and agree to comply with any and all covenants, agreements and representations in the Ruling applicable to Spinco and Peabody, respectively (including but not limited, in the case of Spinco, to agreeing that Spinco will not cease the active conduct of its trade or business within the meaning of Section 355(b) of the Code).
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Compliance with the Ruling. Spinco, Heinz and Del Monte hereby confirm and agree to comply with any and all covenants, agreements and representations in the Ruling applicable to Spinco and Heinz, respectively (including but not limited, in the case of Spinco, to agreeing that Spinco will not cease the active conduct of its trade or business within the meaning of Section 355(b) of the Code).
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Compliance with the Ruling. Gold represents and warrants that it has not taken and will not take any action which is inconsistent with the facts and representations stated in the Ruling or in any submissions to the Internal Revenue Service (the "IRS") in connection therewith (such submission being letters from FMC to the IRS dated July 8, 1994, October 19, 1994, January 19, 1995, February 16, 1995, March 11, 1995, March 15, 2 1995, March 27, 1995 and April 19, 1995), which have been furnished to Gold. Gold represents and warrants that it is not aware of any facts which are inconsistent with the facts and representations set forth in the Ruling and such letters.
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Related to Compliance with the Ruling

  • Compliance with the Law The Parties agree to comply fully with all applicable federal, state, and local statutes, ordinances, rules, and regulations applicable to their entity in connection with the programs contemplated under this Agreement.

  • Compliance with the FDIC Rule The Seller agrees to (i) perform the covenants set forth in Article XII of the Indenture applicable to it and (ii) facilitate compliance with Article XII of the Indenture by the Ally Parties.

  • Compliance with the Act All matters related to the operations of the Company not specifically addressed herein must be addressed in accordance with the Act. The Company must comply with all other provisions of the Act in order to stay compliant with the law.

  • Compliance with the Securities Act The Registration Statement has been prepared and filed by the Company in conformity with the Securities Act and the applicable instructions and Regulations. The Commission has not issued any order preventing or suspending the use of any prospectus or preliminary prospectus filed with the Registration Statement or any amendments thereto. At the time the Registration Statement becomes effective (the "Effective Date") and at the time that any post-effective amendments thereto become effective and at all times subsequent thereto up to the Termination Date (as defined in Section 3(d) hereof), the Registration Statement and Prospectus (as amended or as supplemented) will contain all statements which are required to be stated therein in accordance with the Securities Act and the Regulations and will in all respects conform to the requirements of the Securities Act and the Regulations, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Compliance with Rules and Regulations PFPC undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by PFPC hereunder. Except as specifically set forth herein, PFPC assumes no responsibility for such compliance by the Fund or any other entity.

  • Compliance with Regulatory Requirements Upon demand by Lender, Borrower shall reimburse Lender for Lender’s additional costs and/or reductions in the amount of principal or interest received or receivable by Lender if at any time after the date of this Agreement any law, treaty or regulation or any change in any law, treaty or regulation or the interpretation thereof by any Governmental Authority charged with the administration thereof or any other authority having jurisdiction over Lender or the Loans, whether or not having the force of law, shall impose, modify or deem applicable any reserve and/or special deposit requirement against or in respect of assets held by or deposits in or for the account of the Loans by Lender or impose on Lender any other condition with respect to this Agreement or the Loans, the result of which is to either increase the cost to Lender of making or maintaining the Loans or to reduce the amount of principal or interest received or receivable by Lender with respect to such Loans. Said additional costs and/or reductions will be those which directly result from the imposition of such requirement or condition on the making or maintaining of such Loans.

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