Compliance with Law; Authorizations. Each of UniCapital and Newco have complied with each, and is not in violation of Regulations to which UniCapital's and Newco's respective business, operations, assets or properties is subject. Each of UniCapital and Newco owns, holds, possesses or lawfully uses in the operation of its business all 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 UniCapital and Newco, respectively, in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. Neither UniCapital nor Newco is in default, nor has UniCapital or Newco 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 stockholder and no director, officer, employee or former employee of UniCapital of Newco any of their affiliates, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which UniCapital or Newco owns, possesses or uses in the operation of the business of UniCapital and Newco as now or previously conducted.
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, provincial, local or foreign ("Regulations"), to which the Company's business, operations, assets or properties is subject other than such violations which would not result, individually or in the aggregate, in a material adverse effect on the business, results, operations or financial condition of the Company. 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 4.22. 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 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, 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 in Schedule 6.23. The Company is not in default, nor has the Company 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 Stockholder and 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 the business of the Company as now or previously conducted.
Compliance with Law; Authorizations. Seller has complied in all material respects with, and is not in any material violation of, any law, ordinance or governmental or regulatory rules or regulations, whether federal, state, local or foreign, to which Seller and its ASC Business and related operations, assets or properties are subject ("Regulations"). Seller owns, holds, possesses or lawfully uses in the operation of the its ASC Business all franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are material for Seller to conduct its ASC Business as currently conducted or for the ownership and use of the assets owned or used by Seller in the conduct of the ASC Business, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. Seller is not in default, nor has Seller 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 the consummation of the transactions contemplated hereby.
Compliance with Law; Authorizations. (a) The Company and each Subsidiary have complied in all material respects with, and is not in violation of, in any material respect, any law, ordinance or governmental rule or regulation (collectively, "Laws") to which it or its business is subject.
Compliance with Law; Authorizations. (i) HCR and each of its Subsidiaries has complied in all material respects and is currently in compliance with each Regulation to which its business, operations, assets or properties is subject, including any Regulations related to reimbursement for services rendered or goods provided and including any applicable federal or state health care program laws, rules, or regulations, including, but not limited to, those pertaining to improper inducements, gratuitous payments, fraudulent or abusive practices, excessive or inadequate services, false claims and/or false statements, civil money penalties, prohibited referrals, and/or financial relationships, excluded individuals, controlled substances and licensure, except where such noncompliance would not have a Material Adverse Effect on the business or operations of HCR. Each Facility holds, possesses or lawfully uses in the operation of its business the licenses, permits, CONs, provider agreements and certifications under Medicare and Medicaid Programs which licenses, permits, CONs, provider agreements and certifications are in substantial compliance with all Regulations, except where such non-compliance or absence of a license, permit, CON, provider agreement or certification would not have a Material Adverse Effect on HCR. None of HCR or any of its Subsidiaries is in default in any material respect under any order of any court, governmental authority or arbitration board or tribunal specifically applicable to HCR or any of its Subsidiaries, except where such default would not have a Material Adverse Effect on HCR. As of the date hereof, no action has been taken or recommended by any governmental or regulatory official, body or authority, either to: (i) revoke, withdraw or suspend any CON or any license, permit or other authority to operate any of the Facilities; (ii) to terminate or decertify any participation of any of the Facilities in the Medicare and Medicaid Programs; or (iii) reduce or propose to reduce the number of licensed beds in any category, nor, as of the date hereof, has there been any decision not to renew any provider agreement related to any Facility. In the event that any such action shall have been taken or recommended subsequent to the date hereof, or if any decision shall have been made not to renew any such provider agreements, HCR hereby agrees to provide notice to Manor Care of the same and to diligently and in good faith take prompt corrective or remedial action to cure the same. (ii)...
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, to which the Company's business, operations, assets or properties is subject ("Regulations"). 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 the Company in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described in Schedule 6.23. The Company is not in default, nor has the Company 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. Except as set forth on Schedule 6.23 hereto, none of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No Stockholder and 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 the business of the Company as now or previously conducted.
Compliance with Law; Authorizations. Each of the Borrower and its Material Subsidiaries shall comply in all material respects with all provisions of applicable law and regulations and obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorizations, approvals, concessions, licenses and consents required in or by the laws and regulations of Mexico to enable the Borrower lawfully to enter into and perform its obligations under this Agreement and the Notes or to ensure the legality, validity, enforceability or admissibility in evidence in Mexico of this Agreement and the Notes.
Compliance with Law; Authorizations. (a) Except as set forth on Schedule 4.10(a), (i) each of the Group Companies is, and has at all times been, in compliance in all material respects with all Laws to which their business is subject, (ii) no investigation or review by any Governmental Entity is pending or, to the Knowledge of the Company, overtly threatened against the Company or its Subsidiaries, except for regular inspections in the ordinary course of business and (iii) there is no Order binding upon the Company or any of its Subsidiaries. None of the Group Companies have received in writing any assertion that any of them have failed to comply with any Law to which any of their respective assets, properties and businesses are subject.
Compliance with Law; Authorizations. Sellers have complied with, and are not in violation of, each law, ordinance or governmental or regulatory rule or regulation, whether federal, state, local or foreign, to which the Business and/or the Assets are subject, except where the failure to so comply would not reasonably be expected to have a material adverse effect on Sellers and/or the Business.
