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 Laws; Permits. (i) Each of the Company and each of its Covered Subsidiaries (A) is, and has at all times since December 31, 2014 through the date hereof been, in compliance with applicable Laws and (B) to the knowledge of the Company, since December 31, 2014 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or any of its Covered Subsidiaries is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Company to consummate the transactions contemplated by this Agreement and, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or any of its Covered Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same.
Compliance with Applicable Laws; Permits. (a) The Company is in compliance in all material respects with all applicable Laws. The Company has not received any written communication from a Governmental Entity that alleges that the Company is not in compliance in any material respect with any applicable Laws. To the Knowledge of the Company, the Company is not under investigation with respect to the violation of any Laws and there are no facts or circumstances which could form the basis for any such violation.
Compliance with Applicable Laws; Permits. Each CCS Party is in compliance with, and the New Facility as of the Closing Date is in compliance with, all applicable Laws, in each case other than as listed or described on Schedule 3.1(e), or in each case where the failure to be in compliance with such Laws could reasonably be expected to have a Material Adverse Effect. There are no Permits required to be obtained or filed by any CCS Party under any applicable Law either to conduct the business of any CCS Party or otherwise to own or operate the New Facility, other than those listed or described on Schedule 3.1(e), or where the failure to obtain or file such Permits could reasonably be expected to have a Material Adverse Effect.
Compliance with Applicable Laws; Permits. (a) Except as set forth on SCHEDULE 5.16, the Company and its Subsidiaries have complied in all material respects with all laws, rules, regulations, writs, injunctions, decrees, and Orders applicable to it or to the operation of the Business (collectively, "Laws") and has not received any written notice of any alleged claim or threatened claim, violation of, liability or potential responsibility under, any such Law that has not heretofore been cured and for which there is no remaining liability other than those not having a Material Adverse Effect.
Compliance with Applicable Laws; Permits. (a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Titanium Material Adverse Effect, Titanium, its Subsidiaries and the Titanium Real Property (a) are, and have been since January 1, 2018, in compliance with all Applicable Laws and Permits applicable to Titanium or its Subsidiaries and (b) to the Knowledge of Titanium, are not under investigation by any Governmental Entity with respect to, and have not been threatened in writing to be charged with or given notice by any Governmental Entity of, any violation or potential violation of any such Applicable Law. Titanium and its Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses and ownership and operation of the Titanium Real Property, as presently conducted and used, and each of the Permits is in valid, subsisting and in full force and effect, except where the failure to hold or maintain a Permit has not had and would not reasonably be expected to have, individually or in the aggregate a Titanium Material Adverse Effect. There are no Actions pending or, to the Knowledge of Titanium, threatened in writing, that seek the revocation, cancellation or modification of any Permit, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have, a Titanium Material Adverse Effect.
Compliance with Applicable Laws; Permits. (a) To the County's Knowledge, the County has received no notice, written or otherwise, which remains unremedied or unresolved, respecting any violation by the County or its agents of any Applicable Law applicable to the operations of one or more of the Facilities or the Wastewater Collection Systems as they are currently conducted or the other Purchased Assets as currently operated. The County has timely paid all applicable fees, including registration fees and maintenance fees, if any, required by any Governmental Authority to maintain the Permits in good standing.
Compliance with Applicable Laws; Permits. Except as would not reasonably be expected to have a Company Material Adverse Effect, (a) the Company and each of its Subsidiaries are in, and since October 1, 2018, have been in, compliance with all Applicable Laws, Orders and Permits applicable to the Company and its Subsidiaries and (b) the Company and each of its Subsidiaries hold all Permits necessary for the lawful conduct of their respective businesses, all such Permits will continue to be in full force and effect immediately following the Effective Time, and no suspension or cancellation of any such Permit is pending or, to the Knowledge of the Company, threatened.
Compliance with Applicable Laws; Permits. (a) The Company and each of the Members, in the conduct of the Business, have complied, in all material respects, with applicable federal, state and local laws and the rules and regulations of all Governmental Authorities having authority over them, including, without limitation, agencies concerned with occupational safety, environmental protection, employment practices, Fraud and Abuse Laws and Medicare and Medicaid requirements applicable to the Members’ and the Company’s billing procedures (except denials of claims in the ordinary course of business). Neither the Company nor any Member has received any notice of the Company’s violation of any such rules or regulations, whether corrected or not, within the last five (5) years. The Company is eligible to receive payment under Titles XVIII (Medicare) and XIX (Medicaid) of the Social Security Act. The Company has timely and accurately filed (in all material respects) all requisite reports, returns, data, and other information required by all Governmental Authorities which control, directly or indirectly, any of the Company’s activities to be filed with any commissions, boards, bureaus, and agencies and has paid all sums heretofore due with respect to such reports and returns unless such sums are being disputed in good faith and are set forth on Schedule 4.12(a). No such report or return has been inaccurate, incomplete or misleading in any material respect. The Company has timely and accurately filed all requisite reimbursable claims and other reports required to be filed or otherwise filed in connection with all state and federal Medicare and Medicaid programs in which the Company participates that are due on or before the Closing Date or which relate to services provided on or before the Closing Date, and the Company has not billed for any services that were not provided at the Facility. There are no claims scheduled, pending or, to the knowledge of the Company or any of the Members, threatened before any authority, including, without limitation, any intermediary, carrier, or other state or federal agency with respect to any Medicare and Medicaid claim filed by the Company on or before the Closing Date. Except for routinely scheduled Medicare and Medicaid program participation and certification surveys pursuant to the Company’s Medicare and Medicaid contracts and filings, no program integrity review related to the Company has been conducted by any authority in connection with the Medicare or Medicaid progr...
Compliance with Applicable Laws; Permits. (a) The Company and the Subsidiaries are and have been in compliance with all Laws, regulations and orders of any Governmental Entity applicable to the Company or the Subsidiaries, except for such failures so to comply which, individually or in the aggregate, would not have a Material Adverse Effect on the Company. The business operations of the Company and the Subsidiaries have not been conducted in violation of any Law, ordinance or regulation of any Governmental Entity, except for possible violations which, individually or in the aggregate, would not have a Material Adverse Effect on the Company.
