Compliance with Law; No Conflicts. (i) To the best of Stockholders' knowledge and except as set forth on Schedule 5.17, Company has in the past complied with, and is now in compliance with, all federal, state and local statutes, laws, rules, regulations, orders, licenses, permits (including, without limitation, zoning restrictions and land use requirements) and all administrative and judicial judgments, rulings, decisions and orders of any body having jurisdiction over Company, the Business or the Land (the "Applicable Laws") with regard to which the noncompliance by Company would or could have a material adverse affect on Company or the Business. Neither Company nor Stockholders have received any written notice (nor, to the best of Stockholders' knowledge, oral other notice) that Company is under investigation or other form of review with respect to any Applicable Law; and
(ii) to the best of Stockholders' knowledge, the execution, delivery and performance of this Agreement, the consummation of any transactions herein referred to or contemplated hereby and the fulfillment of the terms hereof and thereof will not:
(a) conflict with, or result in a breach or violation of the Articles of Incorporation or Bylaws of Company;
(b) conflict with, or result in a breach under any document, agreement or other instrument to which Company, or Stockholders is a party, or result in the creation or imposition of any lien, charge or encumbrance on any properties of Company or Stockholders pursuant to: (A) any law or regulation to which Company or Stockholders, or any of their respective properties are subject, or (B) any judgment, order or decree to which Company or Stockholders is bound or any of their respective properties are subject;
(c) result in termination or any impairment of any permit, license, franchise, contractual right or other authorization of Company; or
(d) require the consent of, or the filing with any governmental authority or agency or any other third party in order to remain in full force and effect.
Compliance with Law; No Conflicts. (a) Seller has in the past complied in all material respects with, and is now in material compliance with, all federal, state and local statutes, laws, rules, regulations, orders, permits (including zoning restrictions and land use requirements and environmental laws and regulations) and licenses and all administrative and judicial judgments, rulings, decisions and orders applicable to Seller, the Assets or the Business (collectively, the "Applicable Laws") and Permits. Neither Seller now is or ever has been involved in any litigation or administrative proceeding relating to the Assets or the Business seeking to impose fines, penalties or other liabilities or seeking injunctive relief for violation of any Applicable Laws or Permits relating to the environment. Neither Seller has received any notice that Seller is under investigation or other form of review relating to the Assets or the Business with respect to any Applicable Law or Permit. Seller has been issued, and has kept in current force and effect, all required Permits necessary with respect to the Assets and the Business under Applicable Laws.
(b) The execution, delivery and performance of this Agreement, the consummation of any transactions herein referred to or contemplated hereby and the fulfillment of the terms hereof and thereof will not:
(i) conflict with, or result in a breach or violation of the Certificate of Incorporation or Bylaws of Seller;
(ii) except as provided in Section 5.9(c), conflict with, or result in a material breach under any Customer Contract, Related Approval or Real Estate Lease or result in the creation or imposition of Encumbrance on the Assets or Business pursuant to: (A) any law or regulation to which either Seller, or any of their respective properties are subject, or (B) any judgment, order or decree to which either Seller is bound or any of their respective property is subject; or
(iii) except for the filings by Seller required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx xhe consents or filings required under the Permits, Customer Contracts, Related Approvals and Real Estate Leases set forth on Schedule 5.9(c)(iii), require notice to, or the consent or approval of, any governmental authority or agency or other third party in order to remain in full force and effect. Disclosure by Seller of required consents will not relieve Seller of its obligation to obtain all such consents under this Agreement.
(c) Seller has made ...
Compliance with Law; No Conflicts. (i) The Company has in the past complied in all material respects with, and is now in compliance in all material respects, with, all Applicable Laws. Neither the Company nor Stockholder have received any notice that the Company is under investigation or other form of review with respect to any Applicable Law.
(ii) The execution, delivery and performance of this Agreement and each Transaction Document by the Company and Stockholder, the consummation of any transactions herein referred to or contemplated hereby or thereby by the Company and Stockholder and the fulfillment of the terms hereof and thereof by the Company and Stockholders will not:
(A) conflict with, or result in a breach or violation of any Charter Document of the Company;
(B) conflict with, or result in a breach under any document, agreement or other instrument to which the Company or Stockholder is a party or which its assets are bound, or result in the creation or imposition of any Adverse Claim on any property of the Company or Stockholder;
(C) violate in any material respect any Applicable Law (in effect as of the Effective Date or the Closing Date, as applicable) applicable to the Company or Stockholder; or
(D) require any notices to, consents of or filings with any Governmental Authority or other third Person (collectively, the “Stockholder Required Approvals”).
Compliance with Law; No Conflicts. (a) Seller has in the past complied with, and is now in compliance with, all federal, state and local statutes, laws, rules, regulations, orders, permits (including, without limitation, zoning classifications and restrictions, variances, special use permits and other land use requirements) and licenses and all administrative and judicial judgments, rulings, decisions and orders applicable to Seller or the Business (collectively, the “Applicable Laws”). Neither Seller nor General Partner has received any notice that Seller is under investigation or other form of review with respect to any Applicable Law; and
(b) Except as set forth in Schedule 5.14(b), the execution, delivery and performance of this Agreement, the consummation of any transactions herein referred to or contemplated hereby and the fulfillment of the terms hereof and thereof will not:
(i) conflict with, or result in a breach or violation of the Partnership Agreement or other organizational documents of Seller or the Articles of Incorporation or Bylaws of General Partner;
(ii) conflict with, or result in a breach under any document, agreement or other instrument to which Seller or General Partner is a party, or result in the creation or imposition of any lien, charge or encumbrance on any properties of Seller or General Partner pursuant to: (A) any law or regulation to which Seller or General Partner, or any of their respective properties are subject, or (B) any judgment, order or decree to which Seller or General Partner is bound or any of their respective property is subject;
(iii) result in termination or any impairment of any permit, license, franchise, contractual right or other authorization of Seller; or
(iv) require notice to, or the consent or approval of, any governmental authority or agency or other third party in order to remain in full force and effect.
Compliance with Law; No Conflicts. (a) Except as set forth in SCHEDULE 5.8(A): (i) to the best of Sellers' knowledge, Sellers, the Partnership and the Business are, and at all times since January 1, 2000 have been, in compliance with Applicable Law; (ii) Sellers, the Partnership and Seller Parent are not involved in any litigation or administrative proceeding relating to any of the Assets or the Business seeking to impose fines, penalties or other liabilities or seeking injunctive relief for violation of any Applicable Laws or Permits; (iii) Sellers, the Partnership and Seller Parent are not aware of any investigation or other form of review relating to Sellers, the Partnership, the Business or any of the Assets with respect to any Applicable Law or Permit; and (iv) Sellers and the Partnership have been issued, and have kept in force and effect, all Permits necessary to own the Assets and operate the Business under Applicable Laws.
(b) Except as set forth in SCHEDULE 5.8(B), the execution, delivery and performance of this Agreement and the Ancillary Agreements, the consummation of the Transactions and the fulfillment of the terms of this Agreement and the Ancillary Agreements by Sellers and Seller Parent do not and will not:
(i) conflict with, or result in a breach or violation of, the Organizational Documents;
(ii) conflict with, or result in a material breach under any document, agreement or instrument to which Seller Parent or a Seller is a party or the creation or imposition of any Encumbrance on any of the Assets or the Business pursuant to: (A) any Applicable Law to which Seller Parent, Sellers or any of their respective properties are subject, or (B) any judgment, order or decree to which Seller Parent or a Seller is bound or any of their respective property is subject; or
(iii) except for those notices, consents or approvals required under the HSR Act and the Attwoods Consent Decree, and except for the notices, consents or approvals required under the Customer Contracts and Other Contracts required to be listed on SCHEDULE 5.6, the Permits, the Assumed Leases and the Real Estate Leases (collectively, the "REQUIRED CONSENTS") all as set forth on SCHEDULE 5.8(B)(III), (A) require Sellers or the Partnership to provide notice to, or obtain the consent or approval of, any governmental authority or agency or other third Person, (B) constitute a default under or give rise to any right of termination, cancellation or acceleration of, or to a loss of any benefit to which Sellers or the Partn...
Compliance with Law; No Conflicts. Contractor has complied, and will continue to comply, with Applicable Law in connection with the execution, delivery and performance of this Agreement and all Work Orders, including but not limited to all applicable laws and regulations relating to privacy and data security. Contractor has the right to enter into this Agreement and any Work Order, and doing so will not interfere or conflict with Contractor’s contractual obligations to any third party. Performance Standards. Contractor will (a) use well-trained and well-qualified personnel to perform all Services, (b) ensure that all Services will be performed in a professional, timely and workmanlike manner in accordance with the prevailing standards in Contractor's industry, and (c) devote adequate resources to meet its obligations under this Agreement and any Work Order.
Compliance with Law; No Conflicts. ETC is not in violation or default in any material respect of any provision of its articles of incorporation or bylaws or any provision of any Contractual Obligation and is in compliance in all material respects with all Laws applicable to it and its properties and assets and has not received any notification that it is in violation of any Law. The execution, delivery and performance of this Agreement will not (i) violate any Law or any Contractual Obligation of ETC, (ii) conflict with or result in a violation or breach of any terms, conditions or provisions of the articles of incorporation or the bylaws of ETC or (iii) result in the creation or imposition of any Lien upon ETC or any of its properties or assets.
Compliance with Law; No Conflicts. None of ISE, Parent or Sub is in violation or default of any provision of its governing instruments or any provisions of any Contractual Obligations and each of them is in compliance in all material respects with all Laws applicable to it and its properties and assets and has not received any notification that it is in violation of any Law. The execution, delivery and performance of this Agreement will not (i) violate any Law or any Contractual Obligation of Parent or Sub, (ii) conflict with or result in a violation or breach of any terms, conditions or provisions of the certificate of incorporation or bylaws of Parent or Sub or (iii) result in the creation or imposition of any Lien upon Parent or Sub or any of its properties or assets.
Compliance with Law; No Conflicts. (i) Except as disclosed in Schedule 5.19, Company has in the past complied with, and is now in compliance with, all federal, state and local statutes, laws, rules, regulations, orders, licenses, permits (including, without limitation, zoning restrictions and land use requirements) and all administrative and judicial judgments, rulings, decisions and orders of any body having jurisdiction over Company, the Business or the Land (the "Applicable Laws"), except to the extent that non-compliance would not have a material adverse effect on Company and neither Company nor Members have received any notice Company is under investigation or other form of review with respect to any Applicable Law; and
(ii) the execution, delivery and performance of this Agreement, the consummation of any transactions herein referred to or contemplated hereby and the fulfillment of the terms hereof and thereof will not:
(a) conflict with, or result in a breach or violation of the Articles of Incorporation or Bylaws of Company;
(b) conflict with, or result in a breach under any document, agreement or other instrument to which Company, or Members is a party, or result in the creation or imposition of any lien, charge or encumbrance on any properties of Company or Members pursuant to: (A) any law or regulation to which Company or Members, or any of their respective properties are subject, or (B) any judgment, order or decree to which Company or Members is bound or any of their respective properties are subject;
(c) result in termination or any impairment of any permit, license, franchise, contractual right or other authorization of Company; or
(d) require the consent of, or the filing with any governmental authority or agency or any other third party in order to remain in full force and effect.
Compliance with Law; No Conflicts. The Consultant hereby represents and --------------------------------- warrants to and covenants with the Company as follows:
(a) the Consultant shall comply with all applicable laws in the performance of this Agreement including, without limitation, the federal securities laws;
(b) the Consultant acknowledges receipt of the Company's policies applicable to its officers and directors regarding trading in Company securities and agrees to be bound by such policies;
(c) the Consultant is currently, and will at all times during the term of this Agreement remain, under no conflict of interest in the performance of this Agreement due to personal, financial or professional relationships with or payments from any competitors of the Company or from any enterprise. The Consultant shall promptly disclose in writing to the Company any relationship or payment during the term of this Agreement which comes within the foregoing sentence. If requested by the Company, the Consultant shall withdraw from involvement on behalf of the Company or the other party.
