Compliance with Laws; Certain Regulatory Matters Sample Clauses

Compliance with Laws; Certain Regulatory Matters. (i) The Analytical Instruments Business has been and is currently being conducted in compliance in all respects with all federal, state, provincial, local or foreign laws and orders of any Governmental Authority applicable to the Analytical Instruments Business (including, without limitation, the U.S. Foreign Corrupt Practices Act and the U.S. Occupational Safety and Health Act and regulations thereunder) except in such cases where non-compliance, either individually or in the aggregate, would not result in a Seller Representation Adverse Effect, and neither Seller nor any Subsidiary has received any written notice to the effect that the Analytical Instruments Business is not in compliance with any applicable law or order of any Governmental Authority where non-compliance, either individually or in the aggregate, would result in a Seller Representation Adverse Effect. Seller and each Subsidiary has filed with the proper authorities all statements and reports required by all applicable laws relating to the Analytical Instruments Business, the Assets or the Transferred Subsidiaries except in such cases where the failure to so file would not, either individually or in the aggregate, be expected to result in a Seller Representation Adverse Effect.
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Compliance with Laws; Certain Regulatory Matters. (a) The business of ITI is being conducted in compliance with all Laws and Governmental Orders governing the manufacture, sale and distribution of medical products that are applicable to ITI (and the business of ITI is being conducted in all material respects in compliance with all other Laws and Governmental Orders applicable thereto), and neither Seller nor ITI has received any notice to the effect that the business of ITI is not in compliance with any applicable Law. Notwithstanding the foregoing, the representations and warranties in this Section 3.10 do not apply to licenses and permits, environmental matters, intellectual property rights, employee benefit matters and Taxes, which matters are covered exclusively in Section 3.11, Section 3.12, Section 3.13, Section 3.16 and Section 3.17, respectively.
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Compliance with Laws; Certain Regulatory Matters. Except as set forth on Section 3.11 of the Disclosure Schedule, to the Knowledge of Seller, except as would not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect, the Valves Business has been conducted and is being conducted in compliance with all Laws applicable thereto, and neither any Selling Entity nor any Target Company has received any written notice alleging that the Valves Business is not in compliance with any applicable Law. Notwithstanding the foregoing, the representations and warranties in this Section 3.11 do not apply to licenses and permits, environmental matters, intellectual property rights, employee benefit matters and Taxes, which matters are covered exclusively in Section 3.12, Section 3.13, Section 3.14, Section 3.17 and Section 3.18, respectively.
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Compliance with Laws; Certain Regulatory Matters. Except as would not reasonably be expected to have a Material Adverse Effect, the Grafts Business is being conducted in compliance with all Laws and Governmental Orders applicable thereto, and to the Knowledge of Seller, neither any Selling Entity nor any Target Company nor any Related Company has received any written notice to the effect that the Grafts Business is not in compliance with any applicable Law. Notwithstanding the foregoing, the representations and warranties in this Section 3.12 do not apply to licenses and permits, environmental matters, intellectual property rights, employee benefit matters and Taxes, which matters are covered exclusively in Section 3.13, Section 3.14, Section 3.23 and 3.24 and Section 3.18, respectively.
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Compliance with Laws; Certain Regulatory Matters. (a) ------------------------------------------------ Except as disclosed in Section 3.10(a) of the Disclosure Schedule or as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Business has been and is being conducted in compliance with all Laws and Governmental Orders applicable to the Business (as such Laws and Governmental Orders are interpreted as of the date of the conduct in question by the relevant Governmental Authority), the Real Property complies with all Laws and Governmental Orders applicable thereto (as such Laws and Governmental Orders are interpreted as of the date of the conduct or circumstance in question by the relevant Governmental Authority), and neither the BOC Group nor any BOC Company has received any written notice to the effect that the Business or the Real Property is not in compliance with any applicable Law.
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Compliance with Laws; Certain Regulatory Matters. To the knowledge of Sellers, the Business has been and is being conducted in compliance with all Laws and Governmental Orders applicable to the Business and the Company, except where the failure to be in compliance would not have a Material Adverse Effect. Sellers have not, and to the knowledge of Sellers, the Company has not, received any written notice to the effect that the Business or the Company is not in compliance with any applicable Law or Governmental Order.
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Compliance with Laws; Certain Regulatory Matters. (a) ------------------------------------------------ The Electrophysiology Business has been and is being conducted in compliance with all Laws and Governmental Orders applicable to the Electrophysiology Business, including, without limitation, the Foreign Corrupt Practices Act, and none of the Seller, any Asset Seller or any Subsidiary has received any notice to the effect that the Electrophysiology Business is not in compliance with any applicable Law. Notwithstanding the foregoing, the representations and warranties in this Section 3.11(a) do not apply to licenses and permits, environmental matters, intellectual property rights, employee benefit matters and Taxes, which matters are covered exclusively in Sections 3.12, 3.13, 3.14, 3.17 and 3.18, respectively.
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Related to Compliance with Laws; Certain Regulatory Matters

  • Compliance with Laws; Environmental Matters (i) Except with respect to Environmental Laws, the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), taxes and regulatory compliance, which are the subjects of Sections 3.01(j)(ii), 3.01(l), 3.01(n) and 3.01(u), respectively, each of the Company and its Subsidiaries is in compliance with all Laws and Orders (collectively, “Legal Provisions”) applicable to it, its properties or other assets or its business or operations, except for failures to be in compliance that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices and permits of or with all Governmental Entities (collectively, “Permits”), including all Permits under the Federal Food, Drug and Cosmetic Act of 1938, as amended (including the rules and regulations promulgated thereunder, the “FDCA”), necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as currently conducted, except where the failure to have such Permits individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Since January 1, 2000, there has occurred no default under, or violation of, any such Permit, except for any such default or violation that individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. The consummation of the Merger, in and of itself, would not cause the revocation or cancelation of any such Permit that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

  • COMPLIANCE WITH LAWS IN GENERAL Company, Shareholders and Company's licensed professional employees, and the conduct of the Business and use of the Assets, have complied with all applicable laws, rules, regulations and licensing requirements, including, without limitation, the Federal Environmental Protection Act, the Occupational Safety and Health Act, the Americans with Disabilities Act and any environmental laws and medical waste laws, and there exist no violations by Company, any Shareholder or any licensed professional employee of Company of any Federal, state or local law or regulation. Company and Shareholders have not received any notice of a violation of any Federal, state and local laws, regulations and ordinances relating to the operations of the Business and Assets and no notice of any pending inspection or violation of any such law, regulation or ordinance has been received by Company.

  • Litigation; Compliance with Laws (a) There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Company, threatened against or affecting any Company or any business, Property or rights of any such Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

  • Litigation and Compliance with Laws (a) Except as disclosed in the Borrower’s Annual Report on Form 10-K for 2019 or any subsequent report filed by the Borrower on Form 10-Q or Form 8-K with the SEC since December 31, 2019, 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) would 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 or the Lenders thereunder or in connection with the Transactions.

  • 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.

  • 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 and Policies Employee agrees that he will at all times comply with all applicable laws and all current and future lawful policies of the Company, not inconsistent with the intent of this agreement.

  • Compliance with Laws; Litigation Except as described in the CCA Disclosure Schedule or in the Prison Realty Filed SEC Documents, there are no claims, actions, suits, arbitration, grievances, proceedings or investigations pending or, to CCA's knowledge, threatened, against CCA or any Subsidiary, or any properties or rights of CCA or any Subsidiary, or any officers or directors of CCA or any Subsidiary in their capacity as such, by or before any Governmental Entity which, individually or in the aggregate, is reasonably likely to have a material adverse effect on CCA or prevent, materially delay or intentionally delay the ability of CCA to consummate the transactions contemplated hereby. Neither CCA nor its Subsidiaries is subject to any judgment, order or decree which could reasonably be expected to result in a material adverse effect. Each of CCA and its Subsidiaries has at all times operated and currently operates its business in conformity in all material respects with all applicable statutes, common laws, ordinances, decrees, orders, rules and regulations of Governmental Entities. Each of CCA and its Subsidiaries has all licenses, approvals or consents to operate its businesses in all locations in which such businesses are currently being operated, and to its knowledge is not aware of any existing or imminent matter which may materially adversely impact its operations or business prospects other than as specifically disclosed in the CCA Disclosure Schedule. CCA and each Subsidiary have not failed to file with the applicable regulatory authorities any material statements, reports, information or forms required by all applicable laws, regulations or orders, all such filings or submissions were in material compliance with applicable laws when filed, and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to such filings or submissions. CCA and each Subsidiary have not failed to maintain in full force and effect any material licenses, registrations or permits necessary or proper for the conduct of its or their business, or received any notification that any revocation or limitation thereof is threatened or pending, and there is not to the knowledge of CCA pending any change under any law, regulation, license or permit which would materially adversely affect the business, operations, property or business prospects of CCA. CCA and each Subsidiary have not received any notice of violation of or been threatened with a charge of violating and are not under investigation with respect to a possible violation of any provision of any law, regulation or order. Neither CCA nor any of its Subsidiaries has at any time (i) made any unlawful contribution to any candidate for domestic or foreign office or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

  • Compliance with Laws; Licenses (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m).

  • Compliance with Laws Generally The Borrower and each Subsidiary is in compliance in all material respects with all Requirements of Law applicable to it, its operations and its properties.

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