Compliance with Laws; Government Approvals. (1) The Buyer is in compliance with any Requirement of Law, Order, permit, license or other governmental authorization or approval applicable to its business or by which any of its properties, assets or operations of its business is bound or affected, except for failures to comply or violations that would not have, individually or in the aggregate, a Buyer Material Adverse Effect. To the Buyer's knowledge, since its inceptions, the Buyer, in the operation of its business, has not violated any applicable Requirement of Law, Order, permit, license or other governmental authorization or approval, except for violations which, individually or in the aggregate, would not have a Buyer Material Adverse Effect.
Compliance with Laws; Government Approvals. The business of the Company and its Subsidiaries has been operated in compliance with all laws, ordinances, regulations and orders of all governmental entities, except for violations which would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries have all permits, certificates, licenses, approvals, consents and other authorizations of all governmental agencies (collectively, "Government Approvals"), whether Federal, state or local, required by law with respect to the operation of their businesses, except those the absence of which would not have, individually or in the aggregate, a Company Material Adverse Effect or prevent or delay consummation of the Merger. All such Government Approvals are in full force and effect, and the Company and its Subsidiaries are in compliance in all material respects with all conditions and requirements of the Government Approvals and with all rules and regulations relating thereto. The Company has not received any notices of violations of any Federal, state and local laws, regulations and ordinances relating to its business and operations, including the Occupational Safety and Health Act, the Americans with Disabilities Act, any applicable Medicare or Medicaid, statutes and regulations, and any applicable law for reimbursement for assisted living care or other type of care provided at each Facility, license, certificate of need, ordinance, or governmental or regulatory rule or regulation, whether Federal, state, local or foreign, to which the Company's business, operations, assets or properties is subject and no notice of any pending inspection of or violation of any such law, regulation or ordinance has been received by the Company which, in the case of any of the foregoing, if it were determined that a violation had occurred, would have a Company Material Adverse Effect.
Compliance with Laws; Government Approvals. Iridium LLC will comply in all respects with all applicable Government Rules applicable to it or its property and all Government Approvals now or hereafter held by it, unless the failure to so comply could not reasonably be expected to have a Material Adverse Effect.
Compliance with Laws; Government Approvals. (1) Entertainment Arts Research Inc. is in compliance with any Requirement of Law, Order, permit, license or other governmental authorization or approval applicable to its business or by which any of its properties, assets or operations of its business is bound or affected, except for failures to comply or violations that would not have, individually or in the aggregate, a Seller Material Adverse Effect. To Seller’s knowledge, since 1999 Entertainment Arts Research Inc., in the operation of its business, has not violated any applicable Requirement of Law, Order, permit, license or other governmental authorization or approval, except for violations which, individually or in the aggregate, would not have a Seller Material Adverse Effect.
Compliance with Laws; Government Approvals. (a) The Company and each of its Subsidiaries is and at all times since January 1, 2001 has been in compliance with, and to the Knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any law, Order, permit, license or other governmental authorization or approval applicable to the Company or any of its Subsidiaries or by which any property, asset or operation of the Company or any of its Subsidiaries is bound or effected, except for failures to comply or violations (i) that have not had or would not have, individually or in the aggregate, a Company Material Adverse Effect or (ii) that have not resulted or would not reasonably be expected to result in the imposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries or any of their respective officers or directors (excluding monetary fines, penalties and sanctions that, individually or in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole).
Compliance with Laws; Government Approvals. (a) The Company and each of its Subsidiaries is, and at all times since January 1, 2001 has been, in compliance in all material respects with, and to the Knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any law, Order, permit, license or other governmental authorization or approval applicable to the Company or any of its Subsidiaries or by which any property, asset or operation of the Company or any of its Subsidiaries is bound or effected, except for failures to comply that have not resulted or would not reasonably be expected to result in the imposition of a fine, penalty or sanction against the Company or any of its Subsidiaries or any of their respective officers or directors.
Compliance with Laws; Government Approvals. (a) The Sellers are in compliance with any Requirement of Law, Order, permit, license or other governmental authorization or approval applicable to the Brands or by which any of their respective properties, assets or operations of the Brands are bound or affected, except for failures to comply or violations that would not have, individually or in the aggregate, a Brand Material Adverse Effect. To the Sellers’ Knowledge, except as set forth on Schedule 3.11(a), since January 1, 2000 the Sellers, in the manufacture and sale of the Brands, have not violated any applicable Requirement of Law, Order, permit, license or other governmental authorization or approval, except for violations which, individually or in the aggregate, would not have a Brand Material Adverse Effect.
Compliance with Laws; Government Approvals. (a) Each of the Purchasers is in compliance with any Requirement of Law, Order, permit, license or other governmental authorization or approval applicable to its business or by which any of its properties, assets or operations of its business are bound or affected, except for failures to comply or violations that would not have, individually or in the aggregate, a Purchaser Material Adverse Effect. Except as set forth on Schedule 5.11 and in the SEC Reports, since May 20, 2005, each of the Purchasers, in the operation of its business, has not violated any applicable Requirement of Law, Order, permit, license or other governmental authorization or approval, except for violations which, individually or in the aggregate, would not have a Purchaser Material Adverse Effect.
Compliance with Laws; Government Approvals. (a) To the Knowledge of the Company, the Company and each of its Subsidiaries is and at all times since January 1, 2001 has been in compliance in all material respects with, is not under investigation with respect to, and has not been threatened to be charged with or given notice of any violation of, any material Law or Order applicable to the Company or any of its Subsidiaries or by which any property, asset or operation of the Company or any of its Subsidiaries is bound or affected.
Compliance with Laws; Government Approvals. (a) The Company and each of its Subsidiaries is and at all times since January 1, 1995 has been in compliance with and, to the Knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any statute, law, rule, regulation, judgement, decree, order, permit, license or other governmental authorization or approval applicable to the Company or any of its Subsidiaries (including the Occupational Safety and Health Act, 29 U.S.C. Section 641 et seq. and laws relating to indoor release or exposure to hazardous substances) or by which any property, asset or operation of the Company or any of its Subsidiaries is bound or affected, except for failures to comply or violations that have not had or cannot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
