Compliance with Laws and Other Instruments; Permits Sample Clauses

Compliance with Laws and Other Instruments; Permits. Except as set forth on Schedule 3.5 of the Seller Disclosure Schedule, (a) the execution, delivery and performance by the Seller of this Agreement and the other Transaction Documents to which it is a party, as of the date of this Agreement, and the consummation of the transactions contemplated hereby and thereby, as of the Closing Date, do not and will not conflict with, result in a violation or breach of, constitute a default (or an event which with the giving of notice or the lapse of time or both would constitute a default) or give rise to any right of termination, amendment, cancellation or acceleration of any right or obligation of the Seller under, or result in any loss of any benefit to which the Seller is entitled, or result in the creation or imposition of any Lien upon any assets or properties of the Seller, under the terms of (a) the articles of incorporation or bylaws of the Seller, (b) any contract, agreement, lease, license, mortgage, note, bond, debenture, indenture or other instrument or obligation to which the Seller is a party or by or to which it or its assets or properties may be bound or subject, (c) any order, writ, judgment, injunction, award, decree, law, statute, rule or regulation applicable to the Seller, or (d) any license, permit, order, consent, approval, registration, authorization or qualification with or under any foreign, federal, state or local law or governmental or regulatory body (any of the foregoing, a “Required Permit”) of the Seller, in each case, the result of which would have a Seller Material Adverse Effect; (b) all of the Purchased Assets as used in the Seller’s Business conform to all applicable laws and no notice of any violation of any law relating to any of the Purchased Assets has been received by the Seller; (c) the Seller’s Business is being and has been conducted in material compliance with all applicable laws, ordinances and regulations of any Governmental Entity. All material Consents (as defined below) necessary to operate the Purchased Assets in the Ordinary Course of Business have been obtained and are in full force and effect and are being complied with in all material respects. To the knowledge of the Seller, no Governmental Entity has threatened to modify, cancel or terminate any of such Consents; and (d) the Seller has all material Permits necessary for the operation of the Seller’s Business as currently conducted. All of such material Permits are valid and in full force and effect and there ar...
Sample 1
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Compliance with Laws and Other Instruments; Permits. (a) Except as set forth in Schedule 4.12(a) of the Disclosure Schedule, the Company has complied, and all of the Properties are in compliance, in all material respects, with all laws, rules, regulations, ordinances, orders, judgments and decrees applicable to the Company, any of its employees (as the actions of such employees relate to the Company), any of the Properties and/or any aspect of its business, including without limitation, any laws, rules, regulations, ordinances, codes, orders, judgments or decrees as to zoning, building requirements or standards, import, export, environmental, health and/or safety matters, and any rules and related regulations promulgated by the Federal Food and Drug Administration. Except as set forth on Schedule 4.12(a) of the Disclosure Schedule, neither the ownership nor use of any of the properties or assets of the Company nor the conduct or operations of its business, in any material respect, conflicts with the rights of any person or entity or violates, or with or without the giving of notice or the passage of time, or both, will violate, conflict with or result in a default, right to accelerate or loss of rights under, any terms or provisions of its articles of incorporation or bylaws, or any law, ordinance, rule or regulation, or any order, judgement or decree to which the Company is a party or by which it may be bound or affected. (b) Except as set forth in Schedule 4.12(b) of the Disclosure Schedule the Company has all approvals, certificates, authorizations, consents, licenses, franchises, orders and permits necessary to the operation of its business as presently conducted except for those which failure to have would not (except in the case of Intellectual Property matters) constitute a Company Material Adverse Effect ("Licenses and Approvals"). All applications for such Licenses and Approvals were true and correct when made and continue to be true and correct as they pertain to its business and operations and the use of the Company's tangible and intangible properties and assets. None of the operations of the Company is being conducted in any manner which violates in any material respect any of the terms or conditions under which such License and Approval was granted. Each such License and Approval has been duly obtained, is valid and in full force and effect, and is not subject to any pending or, to the knowledge of the Major Shareholders, threatened administrative or judicial proceeding to revoke, cancel or dec...
Sample 1

Related to Compliance with Laws and Other Instruments; Permits

  • Compliance with Laws and Other Instruments The execution, delivery and performance by Parent and/or Acquisition Corp. of the Merger Documents and the other agreements to be made by Parent or Acquisition Corp. pursuant to or in connection with the Merger Documents and the consummation by Parent and/or Acquisition Corp. of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. to violate or contravene (a) any provision of law, (b) any rule or regulation of any agency or government, (c) any order, judgment or decree of any court or (d) any provision of their respective charters or By-laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. is a party or by which Parent and/or Acquisition Corp. or any of their respective properties is bound.

  • Compliance with Law and Other Instruments The execution, delivery and performance of this Agreement and any of the other Transaction Documents to which such Guarantor is a party and the consummation of the transactions herein or therein contemplated, and compliance with the terms and provisions hereof and thereof, do not and will not (a) conflict with, or result in a breach or violation of, or constitute a default under, or result in the creation or imposition of any Lien upon the assets of such Guarantor pursuant to, any Contractual Obligation of such Guarantor or (b) result in any violation of the estatutos sociales of such Guarantor or any provision of any Requirement of Law applicable to such Guarantor.

  • Compliance with Laws and Other Requirements (A) Tenant shall cause the Premises to comply in all material respects with all laws, ordinances, regulations and directives of any governmental authority having jurisdiction including, without limitation, any certificate of occupancy and any law, ordinance, regulation, covenant, condition or restriction affecting the Building or the Premises which in the future may become applicable to the Premises (collectively "Applicable Laws"). (B) Tenant shall not use the Premises, or permit the Premises to be used, in any manner which: (a) violates any Applicable Law; (b) causes or is reasonably likely to cause damage to the Building or the Premises; (c) violates a requirement or condition of any fire and extended insurance policy covering the Building and/or the Premises, or increases the cost of such policy; (d) constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenants or occupants of the Building or its equipment, facilities or systems; (e) interferes with, or is reasonably likely to interfere with, the transmission or reception of microwave, television, radio, telephone or other communication signals by antennae or other facilities located in the Building; or (f) violates the Rules and Regulations described in Article XIX.

  • Compliance with Law and Other Agreements The Company shall maintain its business operations and property owned or used in connection therewith in compliance with (a) all applicable federal, state and local laws, regulations and ordinances governing such business operations and the use and ownership of such property, and (b) all agreements, licenses, franchises, indentures and mortgages to which the Company is a party or by which the Company or any of its properties is bound. Without limiting the foregoing, the Company shall pay all of its indebtedness promptly in accordance with the terms thereof.

  • Compliance with Laws, Other Instruments, Etc The execution, delivery and performance by the Company of this Agreement and the Notes will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other Material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

  • Compliance with Laws and Documents Borrower will, and will cause each other Credit Party to, comply with all Laws, their respective certificates (or articles) of incorporation, bylaws, regulations and similar organizational documents and all Material Agreements to which any Credit Party is a party, if a violation, alone or when combined with all other such violations, could reasonably be expected to have a Material Adverse Effect.

  • Compliance with Other Instruments, Laws, Etc None of the Borrower, any Guarantor or any of their respective Subsidiaries is in violation of any provision of its charter or other organizational documents, bylaws, or any agreement or instrument to which it is subject or by which it or any of its properties is bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that has had or could reasonably be expected to have a Material Adverse Effect.

  • Compliance with Other Instruments and Laws The execution and delivery of this Agreement, and the Purchaser Related Agreements, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation or default under any provision of the Certificate of Incorporation or Bylaws of Parent or Purchaser, or of any material mortgage, indenture, trust, lease, agreement or other instrument, permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Purchaser or any of their respective properties, the result of which (either individually or in the aggregate) will prevent or materially delay the consummation of the transactions contemplated hereby.

  • Compliance with Laws and Agreements Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing.

  • Compliance with Other Instruments The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

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