Compliance with Law; Approvals. Except as set forth in the Disclosure Schedule and to the extent not addressed by other representations contained in this Exchange Agreement:
(a) The operations of the Contributed Business has been conducted in accordance with all applicable Laws and other requirements of all courts and other Governmental Agencies having jurisdiction over the Contributing Company and its Assets, Approvals, properties and operations, except for violations that individually or in the aggregate would not and, insofar as may reasonably be foreseen, in the future will not, have a Material Adverse Effect;
(b) The Contributing Company has not received notice of any violation of any such Law or other legal requirement, and is not in material default with respect to any order, writ, judgment, award, injunction or decree of any federal, state or local court or Governmental Agency or arbitrator, domestic or foreign, applicable to the Contributing Company or any of its Assets, Approvals, properties or operations;
(c) The Contributing Company has no knowledge of any proposed change in any such Laws that would materially adversely affect the transactions contemplated by this Exchange Agreement or all or any material part of the Assets or the business of any of the Contributed Business;
(d) Each of the Contributed Subs has, and all professional employees or agents of each of the Contributed Businesses have, been granted and presently hold, all licenses, franchises, permits, registrations, certificates, authorizations or approvals from all governmental or regulatory authorities, including the FCC, state governmental agencies having jurisdiction over intrastate communications and local authorities ("Approvals"), required or necessary for the conduct of the Contributed Business, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect on any of the Contributed Businesses. The Disclosure Schedule truly and completely lists all such Approvals. All of such Approvals are in full force and effect, are not subject to any conditions outside of the ordinary course, and none of the Contributed Subs or the professional employees or agents of any of the Contributed Businesses lack any such Approval or are in violation of any terms or conditions thereof, except for such violations as would not, individually or in the aggregate, have a Material Adverse Effect on any of the Contributed Businesses;
(e) No Contributing Company has received ...
Compliance with Law; Approvals. The business of each PB Company has been and is presently being conducted in all material respects in accordance with all applicable federal, state and local governmental laws, rules, regulations and ordinances. Each PB Company has all franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals necessary for the conduct of its business as now being conducted by it unless the failure to possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Compliance with Law; Approvals. Except as set forth in the Disclosure Schedule:
(a) The operations of the Company have been conducted, in all Material respects, in compliance with all Laws and regulations applicable to the Company's business.
(b) The Company has not received notice of any violation (or of any investigation, inspection, audit, or other proceeding by any governmental authority involving allegations of any violation) of any Law, nor is it in material default with respect to any Law, and to the Knowledge of the Company, no investigation, inspection, audit, or other proceeding by any governmental authority involving allegations of violation of any Law is threatened or contemplated;
(c) The Company has all licenses, franchises, permits, authorizations or approvals from all governmental authorities ("Approvals") required for the conduct of the business of the Company and the occupancy and operation, for its present uses, of the real and personal property which the Company owns or leases, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect, and the Company is not in violation of any such Approvals or any terms or conditions thereof.
(d) All such Approvals are in full force and effect, have been issued to and fully paid for by the holder thereof and, to the Knowledge of the Company, no suspension or cancellation thereof has been threatened; and
(e) No such Approvals will in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Purchase Agreement or any of the other agreements contemplated hereunder or executed herewith.
Compliance with Law; Approvals. Except as set forth on Schedule 3.20:
(a) Optionor has operated the Property in compliance with all applicable laws and regulations, including, without limitation, all laws, regulations, orders and requirements promulgated by any governmental authority or relating to consumer protection, equal opportunity, health, health care industry regulation, third-party reimbursement (including, if applicable, Medicare, Medicaid, fraud and abuse and workers compensation), environmental protection, fire, zoning and building and occupational safety matters, except for noncompliance that individually or in the aggregate would not, and in the future will not, have a material adverse effect on the business or operations of Optionor or the Property;
(b) Optionor has not received notice of any material violation (or of any investigation, inspection, audit, or other proceeding by any governmental authority involving allegations of any violation) of any applicable law, or is in material default with respect to any applicable law and to the knowledge of Optionor, no investigation, inspection, audit, or other proceeding by any governmental authority involving allegations of violation of any applicable law is threatened or contemplated.
Compliance with Law; Approvals. (a) Each Group Company is, and has been, in compliance with all applicable Law in all material respects during each of the 36-month periods ended the date of this Agreement and the Closing Date. To the Knowledge of the Company, there are no Actions pending or threatened against any Group Company or any Key Officer, employee, agent or any other person associated with or acting for or on behalf of the Group Companies of any of the Group Companies alleging a violation of any applicable Law (including any Anti-Corruption Laws).
(b) None of the Group Companies and Key Officers, or to the Knowledge of the Company, any employee, agent or any other person associated with or acting for or on behalf of the Group Companies has violated any Law regarding any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person (“Anti-Corruption Laws”), regardless of form, whether in money, property, or services (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or for special concessions already obtained, for or in respect of such Group Company.
(c) Each Group Company has all Approvals that are material for the conduct of its business as currently conducted, and to the Knowledge of the Company, each Group Company can obtain, without undue burden or expense, any similar Approval for the conduct of its business as proposed to be conducted. None of the Group Companies is in default under any of such Approvals.
Compliance with Law; Approvals. (a) The operations of the Partnership have been and, to the date of Closing, will continue to be conducted in compliance with all applicable Laws and regulations, including, without limitation, all laws, regulations, orders and requirements promulgated by any Governmental Authority or relating to consumer protection, equal opportunity, health, health care industry regulation, third-party reimbursement (including Medicare, Medicaid, and workers compensation), environmental protection, fire, zoning and building and occupational safety matters, except for noncompliance that individually or in the aggregate would not and, insofar as may reasonably be foreseen, in the future will not, have a material adverse effect on the business or operations of the Property or either Partnership.
(b) Neither the Partnership nor Transferor has received notice of any violation (or of any investigation, inspection, audit, or other proceeding by any Governmental Authority involving allegations of any violation) of any applicable Law, or is in material default with respect to any applicable Law and, to the best knowledge of Transferor, no investigation, inspection, audit, or other proceeding by any Governmental Authority involving allegations of violation of any applicable Law is threatened or contemplated.
(c) There are no physician shareholders of Transferor.
Compliance with Law; Approvals. The Company and its subsidiaries, shall be in compliance, in all material respects, with all applicable foreign and U.S. federal, state and local laws and regulations. All necessary governmental approvals in connection therewith shall have been obtained and shall be in effect, other than any such approvals the absence of which would not materially impair the performance of obligations under, or in connection with, the initial borrowings to be made hereunder on the Amendment Effective Date, and the payment of fees, commissions, and expenses in connection with the foregoing.
Compliance with Law; Approvals. The business of each PBiz Company has been and is presently being conducted in all material respects in accordance with all applicable federal, state and local governmental laws, rules, regulations and ordinances. Each PBiz Company has all franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals necessary for the conduct of its business as now being conducted by it unless the failure to possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Compliance with Law; Approvals. The Company has not received notice of any violation (or of any investigation, inspection, audit, or other proceeding by any governmental authority involving allegations of any violation) of any law, nor are they in material default with respect to any law, and to the Company's knowledge, no investigation, inspection, audit, or other proceeding by any governmental authority involving allegations of violation of any law is threatened or contemplated.
Compliance with Law; Approvals. The Company and its subsidiaries, and the Refinancing shall be in compliance, in all material respects, with all applicable foreign and U.S. federal, state and local laws and regulations. All necessary governmental approvals in connection therewith shall have been obtained and shall be in effect, other than any such approvals the absence of which would not materially impair the performance of obligations under, or in connection with, the Refinancing, the initial borrowings to be made hereunder or the Closing Date, and the payment of fees, commissions, and expenses in connection with the foregoing.
