Compliance with Laws and Regulations; Permits. (a) Seller has complied in all material respects with all Laws applicable to the Business.
Compliance with Laws and Regulations; Permits. (a) Company has complied in all material respects with all Laws applicable to its business.
Compliance with Laws and Regulations; Permits. (a) Parent has complied in all material respects with all Laws applicable to its business.
Compliance with Laws and Regulations; Permits. (i) Other than with respect to the Laws described in Section 5.1(i)(ii) (which are addressed separately by such Section), the businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in material violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (any of the foregoing, a “Law”, and, collectively, “Law” or “Laws”). To the knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures for them to continue to comply with such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. Each of the Company and each of its Subsidiaries has obtained and are in substantial compliance with all material governmental licenses, permits, certificates, approvals and authorizations (“Permits”) required or necessary for the conduct of its business and the use of its properties and assets as presently conducted and used, and neither the Company nor any of its Subsidiaries has received written notice from any Governmental Entity that any such Permit is subject to any material adverse action.
Compliance with Laws and Regulations; Permits. Buyer is in --------------------------------------------- compliance with all statutes, laws, rules and regulations with respect to or affecting its ability to perform its obligations under the Operating Agreement. Buyer holds and has at all times held all licenses, permits and authorizations pursuant to the laws and regulations of any Governmental Body, the absence of which would have a material adverse effect on the ability of Buyer to perform its obligations under the Operating Agreement. Buyer does not know of any material violation of any of the foregoing licenses, permits and authorizations and Buyer has not received notice from any Governmental Body of any such violation or the intention of such Governmental Body to investigate the existence of any such violation. There is no fact known to Buyer or any of its management which adversely affects, or could reasonably be expected to adversely affect the ability of Buyer to perform its obligations under the Operating Agreement or the ability of Buyer to carry out the transactions contemplated by this Agreement.
Compliance with Laws and Regulations; Permits. (a) Except as set forth in Section 3.8(a) of the Disclosure Schedule, the Company is not in breach or violation of, or default under, and has not been in breach or violation of, or default under any Applicable Law, except to the extent such breach or violation would not be material to the Company. The Company has not in the past five (5) years received any written notice from any Governmental Body that the Company is not in compliance with any International Trade Law or is otherwise under investigation for a potential violation of any International Trade Law. Neither the Company nor any Affiliates, directors, officers, employees, or agents of the Company have directly or indirectly, overtly or covertly, in violation of any Applicable Law in connection with the Business made, or agreed to make, any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person (including, in the case of an individual, any family members of such Person and in the case of an entity, any Affiliates of such entity), regardless of form, whether in money, property or services, including (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, or (iii) to obtain special concessions or pay for special concessions already obtained for or in respect of the Company, which, in the case of clause (i), (ii) or (iii) above: (A) would reasonably be likely to subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding, including, without limitation, under The Foreign Corrupt Practice Act of 1997 or any rules or regulations promulgated thereunder, (B) if not given in the past, would have had a Material Adverse Effect, or (C) if not continued in the future, would have a Material Adverse Effect. Since January 1, 2011, the Company has not, either directly or through a third party acting on its behalf, (I) had any of its assets in a country (a “Sanctioned Country”) that is subject to a sanctions program (a “Sanction Program”) maintained by the U.S. Treasury Department/Office of Foreign Asset Control, the U.S. Treasury Department/Financial Crimes Enforcement Network, the U.S. State Department/Directorate of Defense Trade Controls, the U.S. Commerce Department/Bureau of Industry and Security or the U.S. Justice Department, (II) done business with or derived any of its operating income from investments in or transactions with any individual, entity, group ...
Compliance with Laws and Regulations; Permits. (a) The business and operations of the Company are, and have been during the past three (3) years, operated in compliance in all material respects with all Laws applicable to such business and operations. In the last three (3) years, the Company has not received any notice, Order or other communication from any Governmental Authority or other Person alleging, and there are no facts or circumstances that would reasonably be expected to give rise to, any actual or potential material Liability or violation of or material failure to comply with any applicable Laws. Without limiting the foregoing, there is no uncured violation by the Company or, to Seller’s Knowledge, any other Person with respect to the Petroleum Contracts of any applicable Laws or judgments of any Governmental Authority.
Compliance with Laws and Regulations; Permits. (a) Except as set forth on Schedule 3.14, the Group Companies are, and for the past six (6) years have been in compliance in all material respects with all applicable Health Care Requirements. The Group Companies are not and have not been in the past six (6) years, in violation in any material respect of any Health Care Requirements or other Law or Order by which the Group Companies are bound or to which the Group Companies are subject.
Compliance with Laws and Regulations; Permits. (a) Each Company and each of its Subsidiaries is, and for the past six (6) years has been, in compliance with all applicable Laws in all material respects. No Company nor any of its Subsidiaries is, and has not been in the past six (6) years, in violation in any material respect of any Law or Order by which such Company or any of its Subsidiaries is bound, whether by operation of Law or by Contract, or to which such Company or any of its Subsidiaries is subject. No Company nor any of its Subsidiaries has, nor has it in the past six (6) years, received any written or oral notice, from any Governmental Authority of an investigation with respect to any violation with respect to any such Law or Order that has not been fully resolved to the satisfaction of the applicable Governmental Authority. There is no, and there has not been for the past six (6) years, pending regulatory action, investigation or inquiry or threatened regulatory action, investigation or inquiry of any sort (other than non-material routine or periodic inspections or reviews) against or affecting any Company or any of its Subsidiaries for any material non-compliance with a Law or Order. No Company nor any of its Subsidiaries has received any written opinion, memorandum or written advice from any attorney or other legal advisor to the effect that it is exposed to any liability or disadvantage that could materially prohibit or materially restrict such Company or any of its Subsidiaries from, or otherwise adversely affect such Company or any of its Subsidiaries in, conducting business in any jurisdiction in which it is now conducting business or in which it plans to conduct business. In the past six (6) years, no Company or any of its Subsidiaries has received any written notices or other communications regarding any actual or alleged material violation of, or any material failure to comply with, any Laws, or orders or instructions of any Governmental Authority.
Compliance with Laws and Regulations; Permits. Tenant’s use of the Leased Premises shall comply with all Applicable Laws.
