Compliance with Governmental Authorities. The Property shall be conveyed to Buyer free of all Material violations of applicable law or municipal ordinances or of any rule or regulation of any federal, state, or local Governmental Authority having jurisdiction over the Property or the use thereof for the business presently conducted thereon. The zoning ordinance, general plan and all other land use regulations of the cognizant municipal jurisdiction and all private covenants, conditions and restrictions, if any, affecting the Property shall permit the transfer and use of the Property (and reconstruction and resumption of use of the Property in the event of damage or destruction thereof or cessation of use thereof) for the business presently conducted thereon as a matter of right, for an unlimited time period, and specifically not merely as a legal non-conforming use or any other status which would by its terms or by operation of law limit the duration of such use or the right to rebuild and resume use of the Property for the business presently conducted thereon in the event of damage, destruction or cessation of use of the Property for any reason.
Compliance with Governmental Authorities. Seller's operation of the Business is in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders and decrees which have any application thereto. Seller has complied with all of its duties and obligations under any federal, state or local environmental law or regulation applicable to its business, the failure of which would have a material adverse effect on the Purchased Assets or Buyer's operation of the Business.
Compliance with Governmental Authorities. Grantor will comply with or cause to be complied with, all statutes, ordinances and requirements of any governmental authority relating to the Property. Grantor will not initiate, join in, or consent to any change in any private restrictive covenant, zoning ordinance or other public or private restrictions, limiting or defining the uses which may be made of the Premises, or any part thereof, without the prior written consent of Administrative Agent.
Compliance with Governmental Authorities. The Company and each of its subsidiaries is in compliance in all material respects with all, and has not received any written notices of violation with respect to any, laws, statutes, rules, regulations or orders administered, issued or enforced by the FDA, Health Canada’s Therapeutic Products Directorate, the European Medicines Agency, the European Commission’s Enterprise Directorate General, the regulatory agencies within each E.U. Member State granting Marketing Authorization through the Mutual Recognition Procedure or any other Governmental Authority exercising comparable authority over the Company or any of its products applicable to the ownership, testing, development, processing, manufacture, packaging, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by the Company or any of its subsidiaries (“Applicable Laws”), or any license, certificate, approval, clearance, authorization, permit, application, supplement or amendment required by any Applicable Laws (“Authorizations”). Neither the Company nor any of its subsidiaries has received from the FDA or any other Governmental Authority any notice of adverse findings, regulatory letters, notices of violations, warning letters, untitled letters, criminal proceeding notices under Section 305 of the Federal Food, Drug, and Cosmetic Act or other similar notices or written communication from the FDA or other Governmental Authority alleging or asserting material noncompliance with Applicable Laws or any Authorizations that are required to be disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and that are not so disclosed, and there have been no seizures or suspensions of Authorizations.
Compliance with Governmental Authorities. All other authorizations, consents, waivers, orders or approvals required to be obtained, and all filings, submissions, registrations, notices or declarations required to be made, by the Purchaser prior to the transfer of the Shares shall have been obtained from, and made with, all required governmental authorities.
Compliance with Governmental Authorities. Tenant, at its own expense, shall comply with all laws, rules, orders, ordinances, directions, regulations and requirements ("Requirements") of federal, state, county and municipal authorities now in force or which hereafter may be in force, which shall impose any duty upon Landlord or Tenant with respect to the initial improvement, use, occupation or alteration of the Premises by Tenant, including, but not limited to, Requirements of the Americans With Disabilities Act which may be applicable thereto. Tenant agrees to indemnify and save Landlord harmless from and against any penalty, damage or charge imposed for any violation by Tenant, its assignees, subtenants, licensees, agents and employees of any said Requirements.
Compliance with Governmental Authorities. Lessee, at its own expense, shall comply with all Requirements which shall impose any duty upon Lessor or Lessee with respect to the improvement, use, occupation or alteration of the Premises by Lessee, including, but not limited to, Requirements of the Americans with Disabilities Act which may be applicable thereto. Lessee agrees to indemnify and save Lessor harmless from and against any penalty, damage or charge imposed for any violation by Lessee, its assignees, sublessees, licensees, agents and employees of any said Requirements.
Compliance with Governmental Authorities. The Mortgagor will comply with or cause to be complied with in all material respects, all statutes, ordinances and requirements of any Governmental Authority relating to the Property. The Mortgagor will not initiate, join in, or consent to any change in any private restrictive covenant, zoning ordinance or other public or private restrictions, limiting or defining the uses which may be made of the Premises, or any part thereof, without the prior written consent of the Mortgagee, which shall not be unreasonably withheld.
Compliance with Governmental Authorities. Operators will be in substantial compliance with all terms and conditions and rules and regulations imposed by all Governmental Authorities and no Centers for Medicare & Medicaid Services (“CMS”), Texas Health and Services Commission (“HHSC”), Texas HHSC Office of the Inspector General (“HHSC-OIG”) audit, or any audit by any federal or state contractor relating to Medicare and/or Medicaid fraud, abuse, or billing, or other proceeding based upon an alleged violations of Medicaid or Medicare requirements at the Facilities will have been commenced.
Compliance with Governmental Authorities. Subject to Section 15.1, Tenant at its own expense shall comply with all laws, rules, orders, ordinances, directions, regulations and requirements ("Requirements") of federal, state, county and municipal authorities now in force or which hereafter may be in force, which shall impose any duty upon Landlord or Tenant with respect to the use, occupation or alteration of the Premises by Tenant, including but not limited to, Requirements of the ADA. Tenant agrees to indemnify and save Landlord harmless from and against any penalty, damage or charge imposed for any violation by Tenant, its assignees, subtenants, licensees, agents and employees of any said Requirements. Tenant shall have exclusive responsibility for compliance with ADA Requirements pertaining to the interior of the Premises, including the design and construction of the access thereto and egress therefrom. Landlord shall have responsibility for compliance with ADA Requirements which affect the Common Areas, subject to Tenant's obligation to pay for its share of expense of such compliance pursuant to Section 12.2 of this Lease. Except as provided herein, or in Section 15.1, Tenant shall comply promptly with any direction of any governmental authority having jurisdiction which imposes any duty upon Tenant or Landlord with respect to the Premises or with respect to the use or occupation thereof, and Tenant agrees to furnish Landlord with a copy of any such direction promptly after receipt of the same. In addition, Tenant shall comply with any reasonable plan adopted by Landlord which is designed to fulfill the requirements of any laws, including ADA Requirements. Should compliance by Tenant with this paragraph require Landlord's consent pursuant to Section 15.2, Tenant shall promptly seek such consent and, following receipt of such consent, promptly comply with the provisions of such Section and this Section. If Tenant fails to comply as required in this Section, after notice to Tenant, Landlord may comply or cause compliance, in which case Tenant shall reimburse Landlord upon demand for Landlord's costs incurred in connection therewith.
