Compliance with Laws; Approvals. Sellers have complied in all material respects with all federal, state and local laws, statutes, rules, regulations, ordinances and codes, and have received no written notice from any governmental agency asserting that a violation has or may have occurred. No consent, approval, order or authorization of, or negotiation, declaration or filing with, any governmental authority or entity or other party is required of the Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of any of the transactions contemplated hereby or thereby.
Compliance with Laws; Approvals. (i) Except as described on Schedule 6.03(v), Laredo is in compliance in all material respects with all Laws to which Laredo or its business, operations, agents, employees, assets or properties are subject (including, all record keeping and reporting requirements thereof). Laredo has not received any written claim or notice that Laredo is not in compliance in any material respect with any such Laws. Laredo has not engaged in any transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of Laredo. To the Knowledge of Laredo, neither Laredo nor any of its directors, officers, agents or employees, has violated any applicable export control, money laundering or anti-terrorism Law, nor have any of them otherwise taken any action which would cause Laredo to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable Law of similar effect.
(ii) Laredo has all Approvals from Governmental Authorities necessary to operate its businesses in all material respects as currently conducted. All Approvals are valid and in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Laredo. The execution of this Agreement by Laredo and the consummation of the transactions contemplated hereby, and the compliance by Laredo with the terms hereof, will not cause or permit the imposition of any restrictions of such a nature as would limit any operations of Laredo as historically conducted. No event has occurred which permits, or after the giving of notice or lapse of time or both would permit, the revocation or termination of any Approval or the imposition of any restrictions of such a nature as may limit any of the operations Laredo as historically conducted.
Compliance with Laws; Approvals. Each of UPMC and Evolent shall comply in all material respects with all laws and regulations applicable to UPMC or Evolent as applicable, in performing their respective obligations under this Agreement. To the extent applicable, UPMC shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of UPMC and its contractors in connection with the performance of its obligations under the Agreement and Evolent shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of Evolent and its contractors in connection with the performance of its obligations under this Agreement.
Compliance with Laws; Approvals. (i) Except as described on Schedule 6.02(s), the Company Entities are in compliance in all material respects with all Laws to which any of the Company Entities or their respective business, operations, agents, employees, assets or properties are subject (including, all record keeping and reporting requirements thereof). None of the Company Entities has received any claim or notice that any Company Entity is not in compliance in any material respect with any such Laws where such violation has not been cured or otherwise remedied prior to the date hereof. No Company Entity has engaged in any transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of such Company.
(ii) The Company Entities have all Approvals from Governmental Authorities necessary to operate their businesses in all material respects as currently conducted. The execution of this Agreement by the Contributors and the consummation of the transactions contemplated hereby, and the compliance by the Contributors and the Company Entities with the terms hereof, will not cause or permit the imposition of any restrictions of such a nature as would limit any operations of the Company Entities as historically conducted. No event has occurred which permits, or after the giving of notice or lapse of time or both would permit, the revocation or termination of any Approval or the imposition of any restrictions of such a nature as may limit any of the operations of the Company Entities as historically conducted.
(iii) Anything in this Section 6.02(s) to the contrary notwithstanding: (A) Section 6.02(k) sets forth the sole representations and warranties of the Company Entities with respect to employment-related matters, (B) Section 6.02(l) sets forth the sole representations and warranties of the Company Entities with respect to matters related to Employee Plans, (C) Section 6.02(o) sets forth the sole representations and warranties of the Company Entities with respect to Tax matters, and (D) Section 6.02(r) sets forth the sole representations and warranties of the Company Entities with respect to environmental matters.
Compliance with Laws; Approvals. The Assets materially comply with ------------------------------- all applicable laws, rules and regulations, including without limitation, the regulations of the FCC and FAA. Seller has received all government approvals, licenses and permits necessary to operate the Assets.
Compliance with Laws; Approvals. Both parties shall comply with all applicable laws in performing its duties hereunder and in any dealings with the Products, including, but not limited to, laws relating to antitrust and fair business practices. Both parties are encouraged in good faith, but not required, to advise the other of any laws or other regulatory requirements in force in the territories in which the other sells the Products that relate to the Products, including, but not limited to, laws relating to labeling, health or safety and other issues related to localization of the Products. Each party shall be responsible for obtaining any governmental approvals or registrations necessary for the effectiveness of this Agreement and the arrangements contemplated herein required of it, and shall use its best efforts to obtain such approvals promptly.
Compliance with Laws; Approvals. In performing this Agreement, Business Partner will comply with all applicable laws, regulations and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction, including, but not limited to, the U.S. Export Administration Act, regulations of the U.S. Department of Commerce and other export controls of the U.S., as they now are and as they may be amended. Business Partner will obtain at its expense all licenses, permits and other governmental approvals; will provide all notices; and will pay all duties, taxes and other charges required for the license, export, re-export and import of the Software distributed by Business Partner.
Compliance with Laws; Approvals. (a) The operations of the Company and the Subsidiaries have been conducted in compliance with all Applicable Laws (as defined in Section 7.14) and regulations, including, without limitation, all applicable laws, regulations, orders, and requirements promulgated by any governmental authority of competent jurisdiction and relating to consumer protection, equal opportunity, health care industry regulation, environmental protection, fire, and occupational safety matters, except for noncompliance that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect;
(b) The Company has not received written notice of any violation (or of any investigation, inspection, audit, or other proceeding by any governmental authority involving allegations of any violation) of any Applicable Law, and to knowledge of the Company, no investigation, inspection, audit, or other proceeding by any governmental authority involving allegations of violation of any Applicable Law has been threatened or contemplated;
(c) The Company has no knowledge of any pending legislation or regulation that would materially adversely affect (i) the business of the Company and the Subsidiaries, taken as a whole, or (ii) the transactions contemplated by this Agreement or any of the other agreements contemplated hereunder or executed herewith;
(d) The Company and the Subsidiaries have, and all professional employees or agents of such entities have, all licenses, franchises, permits, authorizations, or approvals from all governmental authorities ("Approvals") required for the current operation of such entities, the employment of such employees, and the occupancy and operation, for its present uses, of the real and personal property that such entities own or lease, except where the failure to have such Approvals would not, individually or in the aggregate, have a Material Adverse Effect;
(e) All required Approvals are in full force and effect, have been issued to and fully paid for by the holder thereof, and, to the knowledge of the Company, no suspension or cancellation thereof has been threatened; and
(f) No required Approvals will in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement or any of the other agreements contemplated hereunder or executed herewith.
Compliance with Laws; Approvals. (a) Each Company Group Entity is, and at all times since January 1, 2015, has been, in compliance in all material respects with all Laws applicable to it or its business, properties or assets. No Company Group Entity has received, at any time since January 1, 2015, any written notice from any Governmental Authority claiming any actual, alleged or potential violation of or failure to comply with any Laws.
(b) All Approvals required for each Company Group Entity to conduct its business have been obtained by it and are valid and in full force and effect.
(c) None of the representations and warranties contained in Section 4.12 shall be deemed to relate to environmental matters (which are governed by Section 4.13), employee benefits matters (which are governed by Section 4.14), employment matters (which are governed by Section 4.15) or Tax matters (which are governed by Section 4.16).
Compliance with Laws; Approvals. Each of ABCO and Evolent shall comply in all material respects with all Laws and regulations applicable to ABCO or Evolent, as applicable, in performing its obligations under this Agreement. To the extent applicable, ABCO shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of ABCO and its contractors in connection with the performance of its obligations under this Agreement, and Evolent shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of Evolent and its contractors in connection with the performance of its obligations under this Agreement.
