Compliance with Law; Proceedings Sample Clauses

Compliance with Law; Proceedings. 3.7.1 Except as set forth on Schedule 3.7, VNG is in compliance with all laws, rules, regulations, licenses, permits and orders applicable to it and its business (other than labor laws, which are addressed in Section 3.12, and Environmental Laws, which are addressed in Section 3.18), except for such non-compliance as would not, or would not reasonably be expected to, have a Material Adverse Effect. Except as set forth on Schedule 3.7, VNG has all permits, licenses, franchises and other governmental authorizations (collectively, "Permits") necessary to own, lease or otherwise hold its properties and assets and to conduct its business as currently conducted, except where the failure to obtain the same would not, or would not reasonably be expected to, have a Material Adverse Effect. Except as set forth on Schedule 3.7, and except as would not have, or would not reasonably be expected to have, a Material Adverse Effect, (i) each Permit is in full force and effect in accordance with its terms, (ii) there is no outstanding written notice, nor to Seller's Knowledge, any other notice of revocation, cancellation or termination of any Permit, and (iii) there are no proceedings pending or, to Seller's Knowledge, threatened that seek the revocation, cancellation or termination of any Permit. 3.7.2 Except as set forth on Schedule 3.7, (i) each franchise is in full force and effect in accordance with its terms, (ii) there is no outstanding written notice, nor to Seller's Knowledge, any other notice, of revocation, cancellation or termination of any franchise, (iii) there are no liabilities of VNG under any existing or expired franchise which have not been fully satisfied, and (iv) there are no proceedings pending or, to Seller's Knowledge, threatened that seek the revocation, cancellation or termination of any franchise. 3.7.3 There are no (i) actions, suits, claims or proceedings (including, but not limited to, any arbitration proceedings) pending or, to Seller's Knowledge, threatened, or (ii) investigations which, to Seller's Knowledge, are pending or threatened, against VNG, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which would, or would reasonably be expected to, have a Material Adverse Effect or which seek specifically to prevent, restrict or delay the consummation of the transactions contemplated hereby or the fulfillment of the con...
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Compliance with Law; Proceedings. (a) Except as set forth on Schedule ‎3.6 or with respect to any Nuclear Laws or Environmental Laws, the Company is in material compliance with all Laws applicable to its business and all Company Permits except as would not be material to the Company and the Purchased Assets taken as a whole. (b) Except as set forth on Schedule ‎3.6 (i) there are no material Proceedings pending or, to the Knowledge of Seller, threatened, against the Company or with respect to the Facility at law or in equity or before or by any Governmental Entity, and, to the Knowledge of Seller, no material investigation with respect to any of the foregoing has been commenced by a Governmental Entity, and (ii) no written notice or assertion has been received by the Company or Seller with respect to any of the foregoing from a Governmental Entity. The Company is not in material default with respect to or material violation of any order, writ, injunction or decree known to or served upon the Company by any Governmental Entity.
Sample 1
Compliance with Law; Proceedings. (a) Except as set forth on Schedule ‎4.1, STPNOC is in compliance in all material respects with all Laws applicable to its business and STPNOC Permits. (b) Except as set forth on Schedule ‎4.1, there are no material Proceedings pending or threatened against STPNOC or with respect to the Facility at law or in equity or before or by any Governmental Entity, and no investigation with respect to any of the foregoing has been commenced by a Governmental Entity and no written notice or assertion has been received by STPNOC with respect to any of the foregoing from a Governmental Entity. STPNOC is not in default with respect to or violation of any order, writ, injunction or decree known to or served upon STPNOC by any Governmental Entity, which would be material to STPNOC and the Facility, taken as a whole.
Sample 1
Compliance with Law; Proceedings. (a) EQT is in compliance with all Law, Permits and Governmental Orders applicable to it or its assets, properties or business except for such non-compliance as would not reasonably be expected to have an EQT Material Adverse Effect. EQT has all Permits necessary to own, lease or otherwise hold its properties and assets and to conduct its business as currently conducted, except where the failure to obtain the same would not reasonably be expected to have an EQT Material Adverse Effect. Except as would not have, or would not reasonably be expected to have, an EQT Material Adverse Effect, (i) each Permit held by EQT is in full force and effect in accordance with its terms, (ii) there is no outstanding written notice, nor to EQT’s Knowledge, any other notice of revocation, cancellation or termination of any Permit held by EQT, and (iii) there are no proceedings pending or, to EQT’s Knowledge, threatened that seek the revocation, cancellation or termination of any Permit. (b) There are no (i) actions, suits, claims or proceedings (including, but not limited to, any arbitration proceedings) pending or, to EQT’s Knowledge, threatened or (ii) investigations which, to EQT’s Knowledge, are pending or threatened, against EQT, at law or in equity, or before or by any Governmental Entity which would reasonably be expected to have an EQT Material Adverse Effect. EQT is not in default with respect to any order, writ, injunction or decree known to or served upon EQT of any Governmental Entity, except for defaults which would not reasonably be expected to have an EQT Material Adverse Effect.
Sample 1
Compliance with Law; Proceedings. Except as set forth on Schedule 4.5, there are no (i) actions, suits, claims or proceedings (including, but not limited to, any arbitration proceedings) pending or, to Buyer’s Knowledge, threatened or (ii) investigations which, to Buyer’s Knowledge, are pending or threatened, against Buyer or its Affiliates, at law or in equity, or before or by any Governmental Entity which would reasonably be expected to have a Buyer Material Adverse Effect.
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Related to Compliance with Law; Proceedings

  • Compliance with Law, Etc No Loan Party or any of its Subsidiaries is in violation of (i) any of its Governing Documents, (ii) any Requirement of Law, or (iii) any material term of any Contractual Obligation (including, without limitation, any Material Contract) binding on or otherwise affecting it or any of its properties, and no default or event of default has occurred and is continuing thereunder.

  • Litigation; Compliance with Laws (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • Litigation; Compliance with Law Except as disclosed, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

  • Compliance with Laws; Litigation (a) Each Seller is in compliance with all Laws of or from Governmental Bodies applicable to the Business and the Acquired Assets. (b) There are no Actions pending or, to Sellers’ Knowledge, threatened, against a Seller or any of its officers, managers, Employees or members in their capacity as such, with respect to the Business, the Acquired Assets or the Assumed Contracts. No Seller is subject to any order (consent or other), judgment, decree, injunction or stipulation of or with any court or other Governmental Body that names such Seller and imposes a material ongoing obligation with respect to the operation of the Business and the Acquired Assets. (c) There are no Actions pending or, to Seller’s Knowledge, threatened by or against Seller with respect to this Agreement or any of the Transaction Agreements, or in connection with the transactions contemplated hereby or thereby, that would reasonably be expected to prevent or materially delay the consummation by Sellers of the transactions contemplated hereby or thereby or would reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

  • Compliance with Law; Permits (a) The Company and its Subsidiaries are, and since March 1, 2011 have been, in compliance with and are not in default under or in violation of any applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree or agency requirement of or undertaking to or agreement with any Governmental Entity (collectively, “Laws” and each, a “Law”), except where such non-compliance, default or violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity legally required for the Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No suspension or cancellation of any of the Company Permits is pending or, to the Company’s Knowledge, threatened, except where such suspension or cancellation has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are not in violation or breach of, or default under, any Company Permit, except where such violation, breach or default has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

  • Compliance with Laws Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could 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.

  • Litigation and Compliance with Laws (a) Except as disclosed in Parent’s Annual Report on Form 10-K for 2020 or any report filed by Parent on Form 10-Q or Form 8-K with the SEC after December 31, 2020, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower or the Guarantors, threatened against the Borrower or the Guarantors or any of their respective properties (including any properties or assets that constitute Collateral under the terms of the Loan Documents), before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that (i) are likely to have a Material Adverse Effect or (ii) could reasonably be expected to affect the legality, validity, binding effect or enforceability of the Loan Documents or, in any material respect, the rights and remedies of the Administrative Agent, the Collateral Trustee or the Lenders thereunder or in connection with the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, the Borrower and each Guarantor to its knowledge is currently in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and ownership of its property.

  • Compliance with Law (i) Neither the Assuming Institution nor any of its Subsidiaries is in violation of any statute, regulation, order, decision, judgment or decree of, or any restriction imposed by, the United States of America, any State, municipality or other political subdivision or any agency of any of the foregoing, or any court or other tribunal having jurisdiction over the Assuming Institution or any of its Subsidiaries or any assets of any such Person, or any foreign government or agency thereof having such jurisdiction, with respect to the conduct of the business of the Assuming Institution or of any of its Subsidiaries, or the ownership of the properties of the Assuming Institution or any of its Subsidiaries, which, either individually or in the aggregate with all other such violations, would materially and adversely affect the business, operations or condition (financial or otherwise) of the Assuming Institution or the ability of the Assuming Institution to perform, satisfy or observe any obligation or condition under this Agreement. (ii) Neither the execution and delivery nor the performance by the Assuming Institution of this Agreement will result in any violation by the Assuming Institution of, or be in conflict with, any provision of any applicable law or regulation, or any order, writ or decree of any court or governmental authority.

  • Compliance with Laws and Contracts The Borrower and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans, or any other transaction contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulation U), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by the Loan Documents) in, of or on the property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders of any Person, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

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