Compliance with Law; Authorizations Sample Clauses

Compliance with Law; Authorizations. (a) Seller has substantially complied with each, and is not in violation of any, law, ordinance, code or governmental or regulatory rule or regulation, whether federal, state, local or foreign, which relate to the Assets or the Business ("Regulations"). Seller owns, holds, possesses or lawfully uses in the operation of its business all franchises, licenses, permits, easements, rights, applications, filings, registrations, approvals and other authorizations ("Authorizations") which are in any manner necessary for it to conduct the Business as now or previously conducted or for the ownership and use of the assets owned or used by Seller or in the conduct of the Business, free and clear of all Liens except Permitted Liens and in compliance with all Regulations. Such Authorizations are valid and in full force and effect and none of such Authorizations will be terminated or impaired or become terminable as a result of the transactions contemplated by this Agreement. All such Authorizations are listed and described in the Seller Disclosure Schedule. (b) Seller is not in default, nor has Seller received any notice of any claim of default, with respect to any Authorization. All 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. No shareholder, director, officer, employee or former employee of any of Seller or any affiliates of Seller, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which Seller owns, possesses or uses in the operation of the Business of Seller as now or previously conducted.

Compliance with Law; Authorizations. (a) Except as set forth in Schedule 3.1.3(a), each of the Protego Entities, the DAI GP and DAI has complied in all material respects with, and is not in violation in any material respect of, any material Requirement of Law or any other material Governmental Order, in each case, applicable to any of the Protego Entities, the DAI GP, DAI or their respective businesses, as the case may be. (b) Except as has not had, and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect with respect to the Protego Entities, (i) each of the Protego Entities, the DAI GP and DAI has all Authorizations (“Protego Authorizations”), including all Authorizations from the CNBV for PCB to engage in business as a registered broker-dealer in Mexico, that are necessary for it to operate its business, (ii) each of such Protego Authorizations is in full force and effect, is validly and exclusively held by the applicable Protego Entity, the DAI GP or DAI, as the case may be, without any legal disqualifications, conditions or other restrictions, and is free and clear of all Liens and (iii) there are no existing applications, petitions to deny or complaints or proceedings pending before any Governmental Authority relating to the Protego Authorizations. Except as has not had, and would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect with respect to the Protego Entities, none of the Protego Entities, the DAI GP or DAI is in default, nor has any of the Protego Entities, the DAI GP or DAI received any notice of any claim of default, pending investments or additional requirements to be satisfied with respect to any of the Protego Authorizations, and to the Knowledge of the Protego Partners, no event has occurred with respect to any of the Protego Authorizations which permits, or after notice or lapse of time or both would permit, revocation or termination thereof or would result in any impairment of the rights of the holder of any Protego Authorization.

Compliance with Law; Authorizations. (a) NMI and each of its Subsidiaries is and has at all times been in compliance with all laws, ordinances, governmental or regulatory rules or regulations to which its business or assets are subject (“Regulations”), except where such failure to comply would not have, or would not reasonably be expected to have, a Material Adverse Effect. (b) None of NMI, any NMI Subsidiary or any of their respective directors, officers, employees or, to NMI’s Knowledge, agents or any other Person acting on behalf of any such Person has, with respect to the business of NMI and its Subsidiaries, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to any political activity, or (ii) made any unlawful payment to any government official, employee, or political party or campaign, or violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act, the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions, or any other Applicable Law relating to the conduct of business with Governmental Entities (the “Bribery Laws”). (c) Neither NMI nor any of its Subsidiaries has any product, software or technology that is subject to the International Traffic in Arms Regulations (“ITAR”) or is involved in ITAR-regulated activities. (d) NMI and each of its Subsidiaries owns, holds, possesses or lawfully uses all Authorizations that are material to the conduct of the business of NMI and its Subsidiaries as now or previously conducted, or that are otherwise required to be owned, held or possessed as a result of any Regulations (“NMI Authorizations”), except where the failure to have such Authorizations would not reasonably be expected to have a Material Adverse Effect. All NMI Authorizations are set forth on Section 2.12(d) of the Disclosure Schedule and are valid and in full force and effect. (e) All of NMI’s and its Subsidiaries’ products, services, technology, Software and Owned Intellectual Property that require an import license, export license or re-export license (an “Export License”) from any Governmental Entity in connection with the business of NMI and its Subsidiaries, as now or previously conducted (the “Export Controlled Products”), are set forth on Section 2.12(e) of the Disclosure Schedule. NMI and each of its Subsidiaries has obtained, and currently maintains in full force and effect, all Export Licenses required for its Export Controlled Products. (f) No event has occu...

Compliance with Law; Authorizations. Each of the Company and the Subsidiaries 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 and its Subsidiaries' respective business, operations, assets or properties is subject. Each of the Company and its Subsidiaries 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 6.23. Neither the Company nor any Subsidiary is in default, nor has the Company nor any Subsidiary 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, any Subsidiary or any affiliates of the Company or any Subsidiary, 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 or any Subsidiary owns, possesses or uses in the operation of its respective business as now or previously conducted.

Compliance with Law; Authorizations. (a) 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 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. (b) Except as set forth on Schedule 4.10(b), each of the Group Companies owns, holds, possesses or lawfully uses in the operation of its respective business all material Authorizations necessary for it to conduct such business. The Group Companies are and have been in material compliance with the terms of all Authorizations necessary for the Group Companies to conduct their business and all such Authorizations are valid and in full force and effect. Schedule 4.10(b) contains a correct and complete list of all Authorizations held by the Company or its Subsidiaries.

Compliance with Law; Authorizations. Seller 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 Seller's business, operations, assets or properties is subject ("Regulations"). Seller 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 Seller in the conduct of the business of Seller, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described in the Disclosure Schedule. 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 consummation of the transactions contemplated hereby. No shareholder, director, officer, employee or former employee of Seller or any affiliates of Seller, or any other person, firm or corporation owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which Seller owns, possesses or uses in the operation of the business of Seller 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 the Practice and its related operations, Assets or properties are subject ("Regulations"). Seller owns, holds, possesses or lawfully uses in the operation of the Practice all franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("Authorizations") which are material for Seller to conduct the Practice as currently conducted or for the ownership and use of the assets owned or used by Seller in the conduct of the Practice, 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. 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) 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. (b) The Company and each Subsidiary has obtained and currently holds all material licenses, permits, certificates or other governmental authorizations (collectively "Authorizations") necessary for the ownership or use of its assets and properties and the conduct of its business. (c) The Company and each Subsidiary has complied in all material respects with, and is not in violation in any material respect of, any Authorization necessary for the ownership or use of its assets and properties or the conduct of its business.