5Compliance with Laws. The Company is not in material violation of, and neither the execution, delivery nor performance of the Agreement or any of its terms by the Company has or will result in a material violation of, any federal, state, local or foreign law, rule, regulation, order, judgment or decree applicable to the Company.
5Compliance with Laws. No Loan Party nor any of its Subsidiaries (a) is in violation of any applicable Laws that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or (c) is in default with respect to any indentures or other agreements binding upon it or its property that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No Event of Default has occurred and is continuing.
5Compliance with Laws. The Guarantor is not in violation of any applicable Laws (including, without limitation, any Laws relating to employment practices, to environmental, occupational and health standards and controls) or order, writ, injunction, decree or demand of any court, arbitrator or any governmental authority affecting the Guarantor or any of its properties, the violation of which, 170495890v4 200207.000070 considered in the aggregate, could materially adversely affect the business, operations or properties of the Guarantor.
5Compliance with Laws. Neither Buyer nor any of its Affiliates that are or will be party to any Transaction Agreements are in violation of any Laws or Governmental Orders applicable to them or by which any of their respective material assets is bound or affected, except for violations the existence of which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impact their ability to consummate the transactions contemplated by, or to perform their respective obligations under, any of the Transaction Agreements.
5Compliance with Laws. Comply with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and laws regarding collection and payment of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, unless failure to comply (other than failure to comply with Anti-Terrorism Laws) or maintain could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, if any Environmental Release occurs at or on any Properties of any Borrower or Subsidiary, it shall act promptly and diligently to investigate and report to Agent and all appropriate Governmental Authorities the extent of, and to make appropriate remedial action to eliminate, such Environmental Release, whether or not directed to do so by any Governmental Authority.
5Compliance with Laws. Seller and the Purchasing Parties have been and are in compliance in all material respects with all applicable Laws. Except as set forth in Schedule 6.5, no notice, citation, summons or order has been issued, no complaint has been filed and served, no penalty has been assessed and notice thereof given, and no investigation or review is pending or, to the Knowledge of Seller, threatened with respect to Seller, by any Governmental Authority with respect to any alleged (a) violation in any material respect by Seller of any Law, or (b) failure by Seller to have any Permit required in connection with the conduct of the Business.
5Compliance with Laws. The Licensee is in material compliance with all applicable laws, regulations, and orders and the performance of its rights and obligations, including those performed by any Sub-Distributor, shall be in material compliance with all applicable laws, regulations, and orders, including those in respect of anti-corruption laws. Without limiting the generality of the foregoing, the Licensee further represents, warrants, and covenants that: (a) it has been at all times and shall continue to be in compliance with all potentially applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the Federal Anti-Kickback Statute (42 U.S. C. § 1320a-7b(b)); (b) no bribes, payments, kickbacks, gifts, hospitality, donations, loans, or anything of value have been or shall be made or received, offered, promised, or authorized, directly or indirectly, to improperly influence any act or decision of any third party, induce any third party to do or omit to do any act in violation of any third party’s lawful duties, or secure any improper advantage; and (c) it has implemented a compliance and ethics program (including obligations to train contractors and sub-contractors interacting with officials of any governmental authority in connection with this Agreement) designed to prevent and detect violations of applicable anti-bribery and anti-corruption laws through its operations and the operations of its Affiliates, contractors and sub-contractors that have responsibility for commercialization or manufacturing of the Products, payments or services pursuant to this Agreement, and covenants that it will maintain and enforce such compliance and ethics program at all times. During the term of this Agreement, neither the Licensee, nor any of its subsidiaries or affiliates, officers, directors, employees, agents, or any-one acting on its or their behalf shall engage in any such Prohibited Actions.
5Compliance with Laws. The business of the Group Companies is not being conducted, and has not been conducted at any time during the three years prior to the date hereof, in violation of any applicable Law (including, without limitation, the U.S. Foreign Corrupt Practices Act, the UK Xxxxxxx Xxx 0000 and the PRC anti-bribery Laws, in each case as supplemented, amended, re-enacted or replaced from time to time) or Governmental Order applicable to the Group Companies in any material respect. Except as disclosed in the Issuer SEC Documents, the Group Companies have all Consents that are required in order to carry on their business as presently conducted. All such Consents are in full force and effect and, to the knowledge of the Warrantors, no suspension or cancellation of any of them is threatened. The Issuer has complied with the applicable listing and corporate governance rules and regulations of the NASDAQ in all material respects, other than the failure to timely file its annual report on Form 20-F for the year ended December 31, 2020 (the “2020 Annual Report”). The Issuer has taken no action designed to, or reasonably likely to have the effect of, delisting the ADSs from the NASDAQ, other than the failure to timely file the 2020 Annual Report. There are no proceedings pending or, to the knowledge of the Warrantors, threatened against the Issuer relating to the continued listing of the ADSs on NASDAQ and the Issuer has not received any notification that the SEC or the NASDAQ is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto).
5Compliance with Laws. Each Party will comply with all laws, regulations and governmental requirements applicable to the exercise of its rights and performance of its obligations under this Agreement, including all applicable anti-corruption laws. Neither Party will offer or provide a financial or other advantage, directly or indirectly, to any person or entity with the intention of improperly influencing any act or decision relating to this Agreement, including by assisting any person or entity to secure an improper advantage.
5Compliance with Laws. The Buyer will remain in compliance in all material respects with all applicable Laws and Permits, including continuing to comply with all securities laws and the SEC's reporting requirements. Article VIII
