Compliance with Law and Court Orders Sample Clauses

Compliance with Law and Court Orders. Neither Lancit nor any Subsidiary nor the Business is in material violation of, or has materially violated, or, to the knowledge of Lancit, is under investigation with respect to or has been threatened to be charged with or given notice of any material violation of, any applicable law, rule, regulation, judgment, injunction, order or decree.
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Compliance with Law and Court Orders. Seller has received no notice of violation of, and to the best of its knowledge does not believe that it is in violation of, any Law or Court Order. The Purchased Assets have not been used, and the Purchased Assets and the Business have not been operated, by Seller or any other Person in violation of any Law or Court Order. All Court Orders to which Seller is a party or subject are listed in Schedule 4.18. Seller has made all filings or notifications required to be made by it under any Laws applicable to Seller, the Business or the Purchased Assets, the failure to file of which would have a Material Adverse Effect on the Business or results of operations. Neither Seller nor any Affiliate, and no officer, employee or agent of, or any consultant to Seller (a) has used any corporate funds of Seller to make any payment to any officer or employee of any government, or to any political party or official thereof, where such payment either (i) was, at the time, unlawful under Laws applicable thereto; or (ii) was, at the time, unlawful under the Foreign Corrupt Practices Act of 1977, as amended; or (b) has made or received an illegal payment, bribe, kickback, political contribution or other similar questionable illegal payment in connection with the operation of the Business.
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Compliance with Law and Court Orders. Seller has complied with all, and is not in violation or Default of any, applicable Laws and Governmental Permits (except as otherwise stated in Section 4.32, and other than Laws and Governmental Permits pertaining to environmental matters and FDA Requirements, which are addressed exclusively by Section 4.24 and Section 4.32, respectively) and with all Court Orders listed on Schedule 4.18 affecting Seller’s Assets, the operation of the Business or the Purchased Assets, which are all of the Court Orders to which Seller is a party or, to the Knowledge of Seller, to which it, the Business or the Purchased Assets are subject. Seller has made available to Buyer full and complete copies of all Court Orders (including all related correspondence and documentation) listed on Schedule 4.18. Neither Seller nor, to the Knowledge of Seller, any officer, employee or agent of Seller (a) has used any corporate funds of Seller to make any payment to any officer or employee of any government, or to any political party or official thereof, where such payment either (i) was, at the time, unlawful under Laws applicable thereto; or (ii) was, at the time, unlawful under the Foreign Corrupt Practices Act of 1977, as amended; or (b) has made or received an illegal payment, remuneration, direct or indirect, bribe, kickback, political contribution or other similar questionable illegal payment in connection with the operation of the Business. Seller has not received any written, or, to the Knowledge of Seller, other notices or communications from any Governmental Body or other Person regarding any actual, alleged, threatened, possible, or potential violation of, or failure to comply with, any Law, Governmental Permit or Court Order. No material capital expenditures are anticipated or required for Seller to comply with any Law, Governmental Permit or Courts Order.
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Compliance with Law and Court Orders. Neither the Company nor the Subsidiary is in violation of any Law or Court Order, and the Assets have not been used or operated by the Company or the Subsidiary in violation of any Law or Court Order. All Court Orders to which the Company or the Subsidiary is a party or subject are listed in Schedule 4.19. The Company and the Subsidiary have made all filings or notifications required to be made by them under any Laws applicable to the Company, the Subsidiary, the Business or the Assets, except where failure to make such filings would not reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Company, neither the Company nor the Subsidiary, and none of their respective officers or employees has used any corporate funds of the Company or the Subsidiary to make any payment to any officer of any government, or to any political party or official thereof, where such payment was, at the time, unlawful under Laws applicable thereto. The Share Exchange and the Merger, if consummated, shall comply with all applicable Laws, including Section 262 of the DGCL (Appraisal Rights).
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Compliance with Law and Court Orders. (a) To Management Groups' Knowledge, the Company is, and at all times has been, in compliance in all material respects with all Laws applicable to its business or to the conduct or operation of its business or the ownership or use of any of its Assets whereby a failure to comply would have a Material Adverse Effect. To the Management Group's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) (i) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Law or (ii) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. Other than as disclosed in SCHEDULE 4.20, the Company has not received, at any time since July 1, 2002, any written notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (i) any actual, alleged, possible or potential violation of, or failure to comply with, any Law or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
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Compliance with Law and Court Orders. (a) Except as set forth in Section 4.20(a) of the Seller Disclosure Letter, there is no Litigation that is pending or, to the Knowledge of the Sole Stockholder, threatened against the Sole Stockholder or any of its Affiliates (i) against or involving, directly or indirectly, the Company, the Business or any Asset, or (ii) seeking to prevent or challenge any of the Transactions. There has been no Default under any Laws applicable to the Business or any Asset and neither the Sole Stockholder nor any of its Affiliates has received any notices from any Governmental Body regarding any alleged Defaults applicable to the Company, the Business or any Asset under any Laws. There has been no Default with respect to any Court Order applicable to the Company, the Business or any Asset.
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Compliance with Law and Court Orders. Neither the Company nor any of its Subsidiaries is in violation of any Law or court order, and the Assets have not been used or operated by the Company or any of its Subsidiaries in violation of any Law except as would not have a Material Adverse Effect or court order. All court orders to which the Company or any of its Subsidiaries is a party or is subject are listed on Schedule 4.22. Each of the Company and its Subsidiaries has made all filings or notifications required to be made by it under any Laws applicable to it, the Business or the Assets except as would not have a Material Adverse Effect.
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Compliance with Law and Court Orders. The Company is not in Default of any Law where such Default has had or is reasonably likely to have a Material Adverse Effect, and its assets have not been used or operated by such entity or any other Person in violation of any Law. The Company is not a party or subject to any Court Order. The Company has made all filings or notifications required to be made under any Laws applicable to it or its businesses or Assets where such failure to file or notify has had or is reasonably likely to have a Material Adverse Effect.
Sample 1
Compliance with Law and Court Orders. The Company is not in violation of any Law or Court Order in any material respect, and the Assets have not been used or operated by the Company or any other Person in violation of any Law or Court Order. All Court Orders to which the Company is a party or subject are listed in Schedule 4.21. The Company has made all filings or notifications required to be made by them under any Laws applicable to the Company, the Business or the Assets. Neither the Company nor any Shareholder, and to the knowledge of any Seller Party, no officer, employee or agent of, or any consultant to the Company (a) has used any corporate funds of the Company to make any payment to any officer or employee of any government, or to any political party or official thereof, where such payment either (i) was, at the time, unlawful under laws applicable thereto; or (ii) was, at the time, unlawful under the Foreign Corrupt Practices Act of 1977, as amended; or (b) has made or received an illegal payment, bribe, kickback, political contribution or other similar questionable illegal payment in connection with the operation of the Business.
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Related to Compliance with Law and Court Orders

  • Compliance with Laws and Court Orders The Company and each of its subsidiaries is and has been in compliance with, and to the knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, rule, regulation, judgment, injunction, order or decree, except for such matters as would not, individually or in the aggregate, have a material adverse effect on the Company.

  • Compliance with Laws; Litigation Except as described in the CCA Disclosure Schedule or in the Prison Realty Filed SEC Documents, there are no claims, actions, suits, arbitration, grievances, proceedings or investigations pending or, to CCA's knowledge, threatened, against CCA or any Subsidiary, or any properties or rights of CCA or any Subsidiary, or any officers or directors of CCA or any Subsidiary in their capacity as such, by or before any Governmental Entity which, individually or in the aggregate, is reasonably likely to have a material adverse effect on CCA or prevent, materially delay or intentionally delay the ability of CCA to consummate the transactions contemplated hereby. Neither CCA nor its Subsidiaries is subject to any judgment, order or decree which could reasonably be expected to result in a material adverse effect. Each of CCA and its Subsidiaries has at all times operated and currently operates its business in conformity in all material respects with all applicable statutes, common laws, ordinances, decrees, orders, rules and regulations of Governmental Entities. Each of CCA and its Subsidiaries has all licenses, approvals or consents to operate its businesses in all locations in which such businesses are currently being operated, and to its knowledge is not aware of any existing or imminent matter which may materially adversely impact its operations or business prospects other than as specifically disclosed in the CCA Disclosure Schedule. CCA and each Subsidiary have not failed to file with the applicable regulatory authorities any material statements, reports, information or forms required by all applicable laws, regulations or orders, all such filings or submissions were in material compliance with applicable laws when filed, and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to such filings or submissions. CCA and each Subsidiary have not failed to maintain in full force and effect any material licenses, registrations or permits necessary or proper for the conduct of its or their business, or received any notification that any revocation or limitation thereof is threatened or pending, and there is not to the knowledge of CCA pending any change under any law, regulation, license or permit which would materially adversely affect the business, operations, property or business prospects of CCA. CCA and each Subsidiary have not received any notice of violation of or been threatened with a charge of violating and are not under investigation with respect to a possible violation of any provision of any law, regulation or order. Neither CCA nor any of its Subsidiaries has at any time (i) made any unlawful contribution to any candidate for domestic or foreign office or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

  • Compliance with Laws; Use The Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity whether in effect now or later, including the Americans with Disabilities Act (“Law(s)”), regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises. In addition, Tenant shall, at its sole cost and expense, promptly comply with any Laws that relate to the “Base Building” (defined below), but only to the extent such obligations are triggered by Tenant’s use of the Premises, other than for general office use, or Alterations or improvements in the Premises performed or requested by Tenant. “

  • Compliance with Law; Authorizations The Company has complied with ----------------------------------- each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign ("Regulations"), to which the Company's business, operations, assets or properties is subject. The Company owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by it in the conduct of its business, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described on Schedule 5.22. ------------- The Company is not in default and has not received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of its business as now or previously conducted.

  • Compliance with Laws and Documents No Company shall (a) violate the provisions of any Laws or rulings of any Governmental Authority applicable to it or of any Material Agreement to which it is a party if that violation alone, or when aggregated with all other violations, would be a Material Adverse Event, (b) violate the provisions of its organizational documents if such violation would cause a Material Adverse Event, or (c) repeal, replace, or amend any provision of its organizational documents if that action would be a Material Adverse Event.

  • Compliance with Laws and Orders Buyer is not in violation of or in default under any Law or order applicable to Buyer or its Assets the effect of which, in the aggregate, would reasonably be expected to hinder, prevent or delay Buyer from performing its obligations hereunder.

  • Compliance with Law and Charter Documents The Company is not in violation or default of any provisions of the Certificate of Incorporation or the Bylaws. The Company has complied and is currently in compliance with all applicable statutes, laws, rules, regulations and orders of the United States of America and all states thereof, foreign countries and other governmental bodies and agencies having jurisdiction over the Company's business or properties, except for any instance of non-compliance that has not had, and would not reasonably be expected to have, a Material Adverse Effect.

  • Compliance with Laws, Etc Comply, and cause each of its Subsidiaries to comply with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

  • Compliance with Laws and Contracts Each Company:

  • Compliance with Law; Governmental Approvals Each of the Borrower, the other Loan Parties and the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse Effect.

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