Compliance with Applicable Laws and Agreements Sample Clauses

Compliance with Applicable Laws and Agreements. The Borrower and each other Credit Party is in compliance with all Applicable Laws applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any other Credit Party has violated or failed to obtain any Authorization necessary to the ownership of any of its property or assets or the conduct of its business, which violation or failure could reasonably be expected to have (in the event that such a violation or failure were asserted by any Person through appropriate action) a Material Adverse Effect.
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Compliance with Applicable Laws and Agreements. To Shoney's Knowledge, Shoney's and each of its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are material to the operation of the businesses of Shoney's and each of its Subsidiaries, taken as a whole (the "Shoney's Permits"). To Shoney's Knowledge, Shoney's and each of its Subsidiaries are in compliance in all material respects with the terms of the Shoney's Permits. To Shoney's Knowledge, the businesses of Shoney's and each of its Subsidiaries are not being conducted in conflict with, violation of or default under: (a) any law, ordinance, regulation, judgment or order of any Governmental Entity; or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation to which Shoney's or any of its Subsidiaries is a party or by which Shoney's or any of its Subsidiaries or any property or asset of Shoney's or any of its Subsidiaries is bound or affected, except for conflicts, violations or defaults which individually or in the aggregate would not result in a Material Adverse Effect on Shoney's or materially impair the ability of Shoney's to perform its obligations under this Agreement, or prevent the consummation of any of the transactions contemplated hereby. To Shoney's Knowledge, no investigation or review by any Governmental Entity with respect to Shoney's or any of its Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, other than, in each case, those the outcome of which will not have a Material Adverse Effect on Shoney's.
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Compliance with Applicable Laws and Agreements. To Enterprises' Knowledge, TPIR, TPIE, TPII and each TPIR Subsidiary hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are material to the operation of the businesses of TPIR, TPIE, TPII and the TPIR Subsidiaries, taken as a whole (the "Company Permits"). To Enterprises' Knowledge, except as set forth on SCHEDULE 5.12 to the Enterprises Disclosure Letter, each of TPIR, TPIE, TPII and each TPIR Subsidiary are in compliance with the terms of the Company Permits, except where the failure to be in compliance would not have a Material Adverse Effect on TPIR, TPIE, TPII and the TPIR Subsidiaries, taken as a whole. To Enterprises' Knowledge, the businesses of Enterprises, TPIR, TPIE, TPII and each of the TPIR Subsidiaries are not being conducted in conflict with, violation of or default under: (a) any law, ordinance, regulation, judgment or order of any Governmental Entity; or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation to which Enterprises, TPIR, TPIE, TPII or any of the TPIR Subsidiaries is a party or by which Enterprises, TPIR, TPIE, TPII or any TPIR Subsidiary or any of their respective properties or assets is bound or affected, except for conflicts, violations or defaults which individually or in the aggregate would not result in a Material Adverse Effect on either Enterprises and the Remaining Subsidiaries, taken as a whole, or TPIR, TPIE, TPII and the TPIR Subsidiaries, taken as a whole. To Enterprises' Knowledge, no investigation or review by any Governmental Entity with respect to Enterprises, TPIR, TPIE, TPII or any TPIR Subsidiary is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, other than, in each case, those the outcome of which will not have a Material Adverse Effect on either Enterprises and the Remaining Subsidiaries, taken as a whole or TPIR, TPIE, TPII and the TPIR Subsidiaries, taken as a whole.
Sample 1
Compliance with Applicable Laws and Agreements. DDI and its Subsidiaries hold, or will apply for in the ordinary course of business, all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are material to the operation of the businesses of DDI and its Subsidiaries, taken as a whole (the "DDI Permits"). DDI and its Subsidiaries are in compliance in all material respects with the terms of the DDI Permits. Except as disclosed on SCHEDULE 4.5 attached hereto, the businesses of DDI and its Subsidiaries are not being conducted in conflict with, violation of or default under (i) any law, ordinance, regulation, judgment or order of any Governmental Entity or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which DDI or any of its Subsidiaries is a party or by which DDI or any of its Subsidiaries or any property or asset of DDI or any of its Subsidiaries is bound or affected, except for conflicts, violations or defaults which individually or in the aggregate would not result in a Material Adverse Effect on DDI or materially impair the ability of DDI to perform its obligations under this Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby. No investigation or review by any Governmental Entity with respect to DDI or any of its Subsidiaries is pending or, to the knowledge of DDI, threatened, nor has any Governmental Entity indicated an intention to conduct the same, other than, in each case, those the outcome of which will not have a Material Adverse Effect on DDI.
Sample 1
Compliance with Applicable Laws and Agreements. The Company and its Subsidiaries hold all permits, licenses, variances, exemptions, orders and approvals of all Governmental Entities which are material to the operation of the businesses of the Company and its Subsidiaries, taken as a whole the "Company Permits"). The Company and its Subsidiaries are in compliance in all material respects with the terms of the Company Permits. Except as disclosed on SCHEDULE 5.6, the businesses of the Company and its Subsidiaries are not being conducted in conflict with, violation of or default under (i) any law, ordinance, regulation, judgment or order of any Governmental Entity or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property or asset of the Company or any of its Subsidiaries is bound or affected, except for conflicts, violations or defaults which individually or in the aggregate would not result in a Material Adverse Effect on the Company or materially impair the ability of the Company or Acquisition to perform its obligations under this Agreement or prevent the consummation of any of the transactions contemplated hereby. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, other than, in each case, those the outcome of which will not have a Material Adverse Effect on the Company. Neither the Company nor Acquisition is a party to any agreement with a federal, state or local government authority nor otherwise bound to perform any obligations (including any conciliation agreement, consent decree or letter of commitment) owed to any governmental entity as the result of any such current or further agreement. The Company and Acquisition are in material compliance with all such obligations.
Sample 1
Compliance with Applicable Laws and Agreements. Borrower is in compliance with all Applicable Law, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. All material contracts of Borrower are valid and in full force and effect, and are enforceable by Borrower in accordance with their terms. Borrower has not waived any of its material rights, defenses, setoffs or rights recoupment under any such contracts.
Sample 1
Compliance with Applicable Laws and Agreements. The issuance of the Options by Caary to Mac and the subsequent exercise of the Options by Mac shall at all times comply with all applicable laws and any equity incentive plan (as amended from time to time) authorized and implemented by the board of directors of Caary.
Sample 1
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Compliance with Applicable Laws and Agreements. The Company holds all permits, licenses, concessions, franchises, consents and approvals of all Governmental Entities which are necessary or material to the operation of its business, and the Company is in compliance in all material respects with the terms of such permits, licenses, concessions, franchises, consents and approvals. The business of the Company is not being conducted, in conflict with, violation of or default under (i) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Governmental Entity applicable to the Company, which violation or default would result in any change in, or effect on, the Company (including the business thereof) which is, or with reasonable probability might be, materially adverse to the business, operations, assets, condition (financial or otherwise) or prospects of the Company ("Material Adverse Effect"), or (ii) any agreement, contract, lease, permit, concession, franchise, license or other arrangement applicable to the Company, which violation or default would have a Material Adverse Effect (as defined) on the business of the Company.
Sample 1

Related to Compliance with Applicable Laws and Agreements

  • Compliance with Applicable Laws and Governing Documents In the performance of its services under this Agreement, the Subadviser shall act in conformity with the Prospectus, SAI and the Trust’s Agreement and Declaration of Trust and By-Laws as currently in effect and, as soon as practical after the Trust, the Fund or the Adviser notifies the Subadviser thereof, as supplemented, amended and/or restated from time to time (referred to hereinafter as the “Declaration of Trust” and “By-Laws,” respectively) and with the instructions and directions received in writing from the Adviser or the Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations. Without limiting the preceding sentence, the Adviser promptly shall notify the Subadviser as to any act or omission of the Subadviser hereunder that the Adviser reasonably deems to constitute or to be the basis of any noncompliance or nonconformance with any of the Trust’s Declaration of Trust and By-Laws, the Prospectus and the SAI, the instructions and directions received in writing from the Adviser or the Trustees of the Trust, the 1940 Act, the Code, and all other applicable federal and state laws and regulations. Notwithstanding the foregoing, the Adviser shall remain responsible for ensuring the Fund’s and the Trust’s overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations and the Subadviser is only obligated to comply with this subsection (b) with respect to the Subadviser Assets. The Adviser timely will provide the Subadviser with a copy of the minutes of the meetings of the Board of Trustees of the Trust to the extent they may affect the Fund or the services of the Subadviser, copies of any financial statements or reports made by the Fund to its shareholders, and any further materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement. The Adviser shall perform quarterly and annual tax compliance tests to ensure that the Fund is in compliance with Subchapter M of the Code. In this regard, the Adviser acknowledges that the Subadviser shall rely completely upon the Adviser’s determination of whether and to what extent the Fund is in compliance with Subchapter M of the Code and that the Subadviser has no separate and independent responsibility to test the Fund for such compliance. In connection with such compliance tests, the Adviser shall inform the Subadviser at least ten (10) business days prior to a calendar quarter end if the Subadviser Assets are out of compliance with the diversification requirements under Subchapter M. If the Adviser notifies the Subadviser that the Subadviser Assets are not in compliance with such requirements noted above, the Subadviser will take prompt action to bring the Subadviser Assets back into compliance within the time permitted under the Code thereunder. The Adviser will provide the Subadviser with reasonable advance notice of any change in the Fund’s investment objectives, policies and restrictions as stated in the Prospectus and SAI, and the Subadviser shall, in the performance of its duties and obligations under this Agreement, manage the Subadviser Assets consistent with such changes, provided that the Subadviser has received prompt notice of the effectiveness of such changes from the Trust or the Adviser. In addition to such notice, the Adviser shall provide to the Subadviser a copy of a modified Prospectus and SAI reflecting such changes. The Adviser acknowledges and will ensure that the Prospectus and SAI will at all times be in compliance with all disclosure requirements under all applicable federal and state laws and regulations relating to the Trust or the Fund, including, without limitation, the 1940 Act, and the rules and regulations thereunder, and that the Subadviser shall have no liability in connection therewith, except as to the accuracy of material information furnished in writing by the Subadviser to the Trust or to the Adviser specifically for inclusion in the Prospectus and SAI. The Subadviser hereby agrees to provide to the Adviser in a timely manner such information relating to the Subadviser and its relationship to, and actions for, the Trust as may be required to be contained in the Prospectus, SAI or in the Trust’s Registration Statement on Form N-1A and any amendments thereto.

  • Compliance with Applicable Laws Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, disclosure and all predatory and abusive lending laws applicable to the Mortgage Loan, including, without limitation, any provisions relating to prepayment penalties, have been complied with, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations, and the Seller shall maintain in its possession, available for the Purchaser's inspection, and shall deliver to the Purchaser upon demand, evidence of compliance with all such requirements;

  • Compliance with Agreements and Applicable Laws The Seller shall comply with all federal, state and local laws and regulations applicable to it and the Purchaser Assets, including those relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, privacy, licensing and taxation, except to the extent that the failure to so comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Laws and Agreements Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

  • Compliance with Applicable Laws and Regulations (a) The Company shall not be required to issue or deliver any Shares pursuant to this Agreement pending compliance with all applicable federal and state securities and other laws (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Company’s Shares are listed.

  • Compliance with Other Agreements and Applicable Laws Borrower is not in default in any material respect under, or in violation in any material respect of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound and Borrower is in compliance in all material respects with all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders of any foreign, Federal, State or local governmental authority.

  • Compliance with Applicable Law; Permits (a) CCT and each of its Consolidated Subsidiaries is in compliance, and has been operated in compliance, in all material respects, with all applicable Laws, including, if and to the extent applicable, the Investment Company Act, the Securities Act and the Exchange Act other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to CCT. CCT has not received any written or, to CCT’s knowledge, oral notification from a Governmental Entity of any material non-compliance with any applicable Laws, which non-compliance would, individually or in the aggregate, reasonably be expected to be material to CCT and its Consolidated Subsidiaries, taken as a whole. CCT has operated in compliance with all listing standards of the NYSE since CCT Common Stock began trading on the NYSE on November 14, 2017 other than as would not, individually or in the aggregate, reasonably be expected to be material to CCT and its Consolidated Subsidiaries, taken as a whole. CCT is not subject to any “stop order” and is, and was, fully qualified to sell shares of CCT Common Stock in each jurisdiction in which such shares were registered and sold, other than as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to CCT.

  • Compliance with Applicable Laws; Permits (a) The Company and each of its Subsidiaries have conducted their businesses in compliance with all applicable PRC, U.S. and other national, federal, provincial, state and other Laws (including any applicable antitrust or competition Laws) and applicable requirements of the NYSE in all material respects.

  • Compliance with Applicable Law FNB and each of the FNB Subsidiaries hold all licenses, franchises, permits and authorizations necessary for the lawful conduct of their respective businesses under, and have complied in all material respects with, all Laws applicable to FNB or any of the FNB Subsidiaries, including the Equal Credit Opportunity Act and Regulation B, the United States Foreign Corrupt Practices Act, the Fair Housing Act, the Community Reinvestment Act, the Fair Credit Reporting Act, the Truth in Lending Act and Regulation Z, the Home Mortgage Disclosure Act, the Fair Debt Collection Practices Act, the Electronic Fund Transfer Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot) Act of 2001, the Bank Secrecy Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, Regulation O, any regulations promulgated by the Consumer Financial Protection Bureau or the OCC, the Interagency Policy Statement on Retail Sales of Nondeposit Investment Products, the SAFE Mortgage Licensing Act of 2008, the Real Estate Settlement Procedures Act and Regulation X, and any other law relating to bank secrecy, discriminatory lending, financing or leasing practices, money laundering prevention, Sections 23A and 23B of the Federal Reserve Act, the Xxxxxxxx-Xxxxx Act, and all agency requirements relating to the origination, sale and servicing of mortgage and consumer loans and applicable limits on loans to one borrower, except where such failure to hold or such noncompliance is not reasonably likely to, either individually or in the aggregate, have a Material Adverse Effect on FNB. FNB and each of the FNB Subsidiaries have been and are in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE.

  • Compliance with Applicable Laws; Litigation (i) NTL, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of NTL and its subsidiaries (the "NTL Permits"), except where the failure to have any such NTL Permits individually or in the aggregate would not have a material adverse effect on NTL. NTL and its subsidiaries are in compliance with the terms of the NTL Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply individually or in the aggregate would not have a material adverse effect on NTL. As of the date of this Agreement, no action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to NTL or any of its subsidiaries or any of their respective properties, is pending or, to the knowledge of NTL, threatened, other than, in each case, those the outcome of which individually or in the aggregate would not (A) have a material adverse effect on NTL or (B) reasonably be expected to impair in any material way the ability of NTL to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

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