14Compliance with Laws Sample Clauses

14Compliance with Laws. Each Loan Party and each Restricted Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

14Compliance with Laws. Except as disclosed in Section 3.14 of the Disclosure Schedule, the Company is not in violation (or with or without notice or lapse of time or both, would be in violation) of any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to the Company or any of its Assets and Properties, the result of which violation individually or violations in the aggregate has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing: (a) The Company has duly and validly filed or caused to be so filed all reports, statements, documents, registrations, filings, or submissions that were required by Law to be filed with any Governmental Authority and as to which the failure to so file, individually or in the aggregate with other such failures, has had or would reasonably be expected to have a Material Adverse Effect; all such filings complied with applicable Laws in all material respects when filed and, no material deficiencies have been asserted by any Person with respect to any such filings. The Sellers have previously delivered or made available to the Purchaser copies of the holding company registration statements, including the most recent annual amendments thereto, of the Company as filed with the Louisiana Department of Insurance. (b) The Sellers have previously delivered or made available to the Purchaser the reports reflecting the results of the most recent financial examinations of First Guaranty issued by the Louisiana Department of Insurance. Except as disclosed in Section 3.14(b) of the Disclosure Schedule, all material deficiencies or violations in such report have been resolved to the satisfaction of the Louisiana Department of Insurance. (c) Except as disclosed in Section 3.14(c) of the Disclosure Schedule, all outstanding insurance Contracts issued, reinsured, or underwritten by First Guaranty are, to the extent required under applicable Laws, on forms which were submitted to and approved by the Governmental Authority of the jurisdiction where such insurance Contracts were issued or delivered, or have been filed with and not objected to by such Governmental Authority within the period provided for objection. The rates charged for insurance under the outstanding insurance Contracts issued by First Guaranty have been determined in accordance with usual and customary actuarial principles and practices, and are not based upon the race of the insureds or pro...

14Compliance with Laws. (a) Each of the Company and the Seller has complied, and is now in compliance, in all material respects, with all Applicable Laws. Neither the Company nor Seller has received any notice or other communication from any Governmental Authority regarding (i) any actual or possible violation of Applicable Law. (b) Neither of the Company nor Seller or their respective representatives or any other Person acting for or on behalf of the Company or Seller has (i) taken any action directly or indirectly in furtherance of an offer, payment, promise to pay, or authorization or approval of any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person (including any Governmental Authority (or employee or representative thereof), government owned or controlled enterprise, public international organization, political party and candidate for public office) private or public, regardless of what form, whether in money, property, or services (A) to obtain favorable treatment for business or Contracts secured, (B) to pay for favorable treatment for business or Contracts secured, (C) to obtain special concessions or for special concessions already obtained, (D) to improperly influence or induce any act or decision, (E) to secure any improper advantage, or (F) in violation of Applicable Law (including the U.S. Foreign Corrupt Practices Act) or (ii) established or maintained any fund or asset that has not been accurately recorded in the books and records of the Company. No governmental official and no close relative or family member of a governmental official (i) holds or will hold an ownership or other economic interest, direct or indirect in the Company, (ii) serves as a representative of the Company, or (iii) will receive any economic benefit from the Company as a result of the Transactions.

14Compliance with Laws. (a) The Borrower is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its property, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

14Compliance with Laws. In all material respects, Sellers have complied with and are in compliance with all federal, state, local (including county and municipal) and foreign statutes, laws, ordinances, regulations, rules, permits, judgments, orders or decrees which affect the Purchased Assets, and there does not exist, to the best of Sellers' and the Principal's knowledge, any basis for any claim of default under or violation of any such statute, law, ordinance, regulation, rule, judgment, order or decree. With respect to all actions taken by Sellers with respect to the Purchased Assets (a) at the time such action was taken, Sellers were in compliance with (i) all applicable requirements of all United States, state, local (including county and municipal) and foreign governmental authorities with respect to environmental protection, including, without limitation, regulations establishing quality criteria and standards for air, water, land and hazardous materials, and (ii) all applicable laws and related rules and regulations of all federal, state, local (including county and municipal) and foreign jurisdictions affecting sale of alcoholic beverages, public health and safety standards, labor union activities, handicapped access for facilities, civil rights or employment, including without limitation, the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Equal Employment Opportunity Act of 1972, the Employee Retirement Income Security Act of 1974, as amended (ERISA), the Equal Pay Act, as amended, and the National Labor Relations Act, as amended and (b) to the best of Sellers actual knowledge, the Purchased Assets are still in compliance.

14Compliance with Laws. Seller is not in violation of, has violated, or to Seller’s knowledge, is under investigation with respect to or has been threatened to be charged with or given notice of any violation of, any Legal Requirement applicable to the Acquired Assets or the conduct of the Acquired Business.

14Compliance with Laws. To the knowledge of each Credit Party and its officers, each Credit Party is and at all times has been in full compliance with all applicable Laws. No Credit Party has received any notice that it is in violation of, has violated, or is under investigation with respect to, or has been threatened to be charged with, any violation of any applicable Law.

14Compliance with Laws. Each Seller (a) shall maintain, and shall cause each of its Subsidiaries to maintain, compliance in all material respects with all applicable laws, rules or regulations (including applicable Anti-Terrorism Laws, applicable Anti-Corruption Laws and applicable Sanctions), and (b) shall, or shall cause its Subsidiaries to, obtain and maintain all required authorizations, approvals, licenses, permits, certificates, registrations, listings, certificates or exemptions of or issued by any Governmental Entity reasonably necessary in connection with the conduct of such Seller’s and its Subsidiaries’ businesses, in each case of this clause (b), except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

14Compliance with Laws. (a) Except as set forth in Section 3.14 of the Disclosure Schedule, the business of L&L is being conducted, in all material respects, with all Applicable Laws, including insurance laws, and L&L has not received notice of any violation by it of any Applicable Law, nor is it in default with respect to any order, writ, judgment, award, injunction or other decree of any Governmental Entity applicable to it or any of its respective assets, properties or operations. (b) L&L has made available for inspection by BNC complete copies of all material registrations, filings and submissions made since January 1, 1995 by L&L with any Governmental Entity and any reports of examinations issued since January 1, 1995 by any such Governmental Entity that relate to L&L. L&L has filed all reports, statements, documents, registrations, filings or submissions required to be filed by it with any Governmental Entity, except where the failure to file, in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and all such reports, statements, documents, registrations, filings or submissions were in all material respects true, complete and accurate when filed.