Compliance with Laws; No Default or Litigation Sample Clauses

Compliance with Laws; No Default or Litigation. Except as set forth on Schedule 4.08: (a) The Company is not in default or violation (nor has any event occurred which, with or without notice or lapse of time or both, would constitute a default or violation or has the Company received any notice from, or been advised that, any Governmental Entity or other Person is claiming any violation or potential violation) under any Law (including, without limitation, Environmental, Health and Safety Laws and any Laws relating to antitrust, civil rights, health, or occupational health and safety); that could result in any material liability or obligation on the part of the Company. (b) There are no actions, suits, claims, investigations, complaints, grievances, legal arbitrations or administrative proceedings in progress, pending, or, to the Knowledge of the Sellers or to the Knowledge of the Company, threatened by or against the Company or any of its assets or any of the Sellers with respect to the Shares or the transactions contemplated hereby whether at law or in equity, whether civil or criminal in nature, or whether before or by a Governmental Entity and all such matters set forth on Schedule 4.08 are covered by insurance and will not in the aggregate result in a material liability or obligation of the Company; and (c) Neither the Company nor any of the Sellers has been charged with or received any notice of any violation of any Law relating to either the Company, any of the properties or assets of the Company, the Shares, or the transactions contemplated by this Agreement and there is no pending or, to the Knowledge of the Sellers or to the Knowledge of the Company, threatened investigation of the Company or the Sellers that could result in such charge or notice in the future.
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Compliance with Laws; No Default or Litigation. Except as set forth in Schedule 2.10: (a) Neither Empress nor any Subsidiary is in default or violation (nor is there any event which, with notice or lapse of time or both, would constitute a default or violation) in any respect of (i) any contract, agreement, lease, consent, order, permit, or other commitment to which it is a party or to which its properties, assets or business is subject or bound, or (ii) any Law; (b) There are no actions, suits, claims, investigations, notices of violation, or legal arbitration or administrative proceedings in progress, pending or threatened by or against Empress or any Subsidiary (or any of their respective properties, assets or businesses) whether at law or in equity, whether civil or criminal in nature, or whether before or by a federal, state, local or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign or any Person, and no fact or circumstance exists and no event has occurred which could give rise to any such action, suit, claim, investigation, notice of violation, or legal arbitration or administrative proceeding; (c) Neither Empress nor any Subsidiary has been charged with or received any notice of any violation of any Law relating to Empress or any Subsidiary, their respective properties, assets or businesses, or the transactions contemplated by this Agreement; (d) Neither Empress nor any Subsidiary is subject to any agreement, contract or decree with any governmental entities arising out of any current or previously existing violations of any Law applicable to Empress or any Subsidiary; and (e) No action, suit, or proceeding has been instituted or, to the knowledge of Empress, threatened to restrain, prohibit, or otherwise challenge the legality or validity of the transactions contemplated by this Agreement.
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Compliance with Laws; No Default or Litigation. Except as set forth in Schedule 2.10:
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Compliance with Laws; No Default or Litigation. (a) Seller is not in default or violation under (i) any contract, agreement, lease, consent, order or other commitment of the Purchased Business or (ii) any law, rule, regulation, writ, injunction, order or decree of any court or any foreign, Federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality applicable to the Purchased Business or the Purchased Assets; (b) there are no actions, suits, claims, investigations or legal, arbitration or administrative proceedings in progress, pending or, to the best knowledge of Seller, threatened against the Seller with respect to the consummation of the transactions contemplated by this Agreement; and
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Compliance with Laws; No Default or Litigation. Except as set forth in Section 5.7 of the Acquiror's Disclosure Statement, neither Acquiror nor any of its subsidiaries is in default of or has violated (nor is there any event or condition which, with notice or lapse of time or both, would constitute a default or violation of) in any respect, (i) any contract, agreement, lease, consent, order or other written commitment or instrument to which it is a party or by which the assets or business of any of the Acquiror or its subsidiaries are bound, or (ii) any law, rule, regulation, ordinance, writ, injunction, development order, permit, resolution, approval, order, decree, policy or guideline of any court or any foreign, federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality (including without limitation applicable laws, rules and regulations relating to environmental protection, antitrust, civil rights, health and occupational health and safety) except where such default or violation would not, individually or in the aggregate with all other defaults and/or violations, have a material adverse effect on the business, assets or condition, financial or otherwise, of Acquiror and its subsidiaries considered as a whole. Except as disclosed in the Acquiror Financial Statements or as set forth in Section 5.7 of the Acquiror's Disclosure Statement: neither Acquiror nor any of its subsidiaries is presently engaged in or threatened with or aware of any situation that could subject Acquiror or any of its subsidiaries (together, the "Acquiring Companies") to any litigation (including appeals of lower court decisions), arbitration, claim or other legal proceedings or governmental or -16-
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Compliance with Laws; No Default or Litigation. To the best of Seller’s knowledge and belief and except as set forth in Schedule 6(i): i. Seller is not in default or violation (nor is there any event which, with notice or lapse of time or both, would constitute a default or violation) in any respect under any contract, agreement, lease, consent order, or other commitment relating to the Business or under any law, including without limitation, applicable laws, rules and regulations relating to environmental protection, anti-trust, civil rights, and health and occupational health and safety; ii. There are no actions, suits, claims, investigations or legal arbitration or administrative proceedings in progress, pending or threatened by or against Seller (or its assets or properties) whether at law or in equity, whether civil or criminal in nature, or whether before or by a federal, state, county, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, nor has Seller been charged with or received any notice of any violation of any law relating to Seller, its properties, assets or the transactions contemplated by this Agreement; and iii. Neither Seller nor any of its employees, officers, agents or shareholders, either individually or jointly with any other person, have violated or participated in any way in the violation, or engaged in any conduct which may constitute a violation of any laws or regulations, relating to government contracting, bid-rigging, anti-collusion, anti-trust or other similar unlawful conduct with respect to the Business;
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Compliance with Laws; No Default or Litigation. Except as set forth in Schedule 2.10 or the Current SEC Documents: (a) HGHC is not in default or violation (nor is there any event which, with notice or lapse of time or both would constitute a default or violation) in any material respect of: (i) any contract, agreement, lease, consent, order, Permit or other commitment to which it is a party or to which its properties, assets or business is subject or bound; or (ii) any Law, that individually or in the aggregate in the case of either clause (i) or clause (ii), would reasonably be expected to have a Material Adverse Effect; (b) Joliet is not in default or violation (nor is there any event which, with notice or lapse of time or both would constitute a default of violation) in any material respect of: (i) any contract, agreement, lease, consent, order, Permit or other commitment to which it is a party or to which its properties, assets or business is subject or bound; or (ii) any Law; (c) There are no actions, suits, claims, investigations, notices of violation, or legal, arbitration or administrative proceedings in progress, pending or to the knowledge of Sellers threatened by or against HGHC (except for such that do not relate to Joliet or the transactions contemplated by this Agreement) or Joliet (or any of their respective properties, assets or businesses) whether at law or in equity, whether civil or criminal in nature, or whether before or by a federal, state, local or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, or any Person, and no event has occurred which could give rise to any such action, suit, claim, investigation, notice of violation, or legal arbitration or administrative proceeding; (d) Neither HGHC nor Joliet has been charged with or received any notice of any violation of any Law relating to (i) HGHC's ability in any material respect to consummate the transactions described in this Agreement or (ii) Joliet's properties, assets or businesses, or the transactions contemplated by this Agreement; (e) Neither HGHC nor Joliet is subject to any agreement, contract or decree with any governmental entities arising out of any current or previously existing violations of any Law applicable to (i) HGHC's ability in any material respect to consummate the transactions described in this Agreement or (ii) Joliet; and (f) No action, suit, or proceeding has been instituted or, to the knowledge of the Sellers, threatened to restrain, prohibit, or ...
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Compliance with Laws; No Default or Litigation. (a) Other than Seller and shareholders' disclosed default(s) on their obligations to the National Bank of Detroit, Seller is not in default or violation under (i) any contract, agreement, lease, consent, order or other commitment of the Purchased Business or (ii) any law, rule, regulation, writ, injunction, order or decree of any court or any foreign, Federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality applicable to the Purchased Business or the Purchased Assets; (b) there are no actions, suits, claims, investigations or legal, arbitration or administrative proceedings in progress, pending or, to the best knowledge of Seller, threatened against the Seller with respect to the consummation of the transactions contemplated by this Agreement; and (c) no action, suit, or proceeding has been instituted or, to the best knowledge of Seller, is threatened to restrain or prohibit or otherwise challenge the legality or validity of the transactions contemplated by this Agreement.
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Compliance with Laws; No Default or Litigation. (a) Except as set forth on Schedule 5.15(a), Onkyo America and its Business are in compliance with all applicable Laws, including those applicable to discrimination in employment, occupational safety and health, trade practices, competition and pricing, product warranties, zoning, building, sanitation, employment, retirement, labor relations, product advertising, and Environmental Requirements, other than, in any such case, any failure to be in compliance that does not or shall not have a Material Adverse Effect on Onkyo America. Onkyo America is not in default with respect to any order, writ, judgment, award, injunction, or decree of any court or governmental or regulatory authority or arbitrator applicable to it or the Business, its Personnel, or any of its assets, or is aware that any factual circumstances are likely to result in such default. (b) Except as disclosed on Schedule 5.15(b) to the knowledge of Onkyo America and the Sellers, there are no actions, suits, Claims, informal governmental inquiries or investigations, arbitrations or administrative proceedings (or similar proceedings), (each "Proceeding") in progress, pending or threatened by or against Onkyo America (or its assets or properties) or the Business whether at Law or in equity, whether civil or criminal in nature, or whether before or by a federal, state, county, local, or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or before any alternative dispute resolution entity, nor has Onkyo America been charged with or received any notice of any violation of any Law relating to Onkyo America, its Business, properties, assets, or the transactions contemplated by this Agreement.
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Related to Compliance with Laws; No Default or Litigation

  • Compliance with Laws; Litigation (a) Each Seller is in compliance with all Laws of or from Governmental Bodies applicable to the Business and the Acquired Assets. (b) There are no Actions pending or, to Sellers’ Knowledge, threatened, against a Seller or any of its officers, managers, Employees or members in their capacity as such, with respect to the Business, the Acquired Assets or the Assumed Contracts. No Seller is subject to any order (consent or other), judgment, decree, injunction or stipulation of or with any court or other Governmental Body that names such Seller and imposes a material ongoing obligation with respect to the operation of the Business and the Acquired Assets. (c) There are no Actions pending or, to Seller’s Knowledge, threatened by or against Seller with respect to this Agreement or any of the Transaction Agreements, or in connection with the transactions contemplated hereby or thereby, that would reasonably be expected to prevent or materially delay the consummation by Sellers of the transactions contemplated hereby or thereby or would reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

  • Compliance with Laws; Use The Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity whether in effect now or later, including the Americans with Disabilities Act (“Law(s)”), regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises. In addition, Tenant shall, at its sole cost and expense, promptly comply with any Laws that relate to the “Base Building” (defined below), but only to the extent such obligations are triggered by Tenant’s use of the Premises, other than for general office use, or Alterations or improvements in the Premises performed or requested by Tenant. “

  • Litigation; Compliance with Laws (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • Litigation; Compliance with Law Except as disclosed, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

  • Compliance with Laws Generally Contractor complies in all material respects with all laws, rules, and regulations applicable to Contractor’s business and services.

  • Compliance with Laws and Court Orders (a) The Company and each of its Subsidiaries is and, since January 1, 2005, 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 applicable Law or Order, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws.

  • Litigation and Compliance with Laws (a) Except as disclosed in Parent’s Annual Report on Form 10-K for 2020 or any report filed by Parent on Form 10-Q or Form 8-K with the SEC after December 31, 2020, 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) could 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, the Collateral Trustee or the Lenders thereunder or in connection with the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, the Borrower and each Guarantor to its knowledge is currently in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and ownership of its property.

  • 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 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 Laws; Use of Proceeds Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all applicable Laws, including all Environmental Laws, in all respects; provided that it shall not be deemed to be a violation of this Section 8.1.7 if any failure to comply with any Law would not result in fines, penalties, remediation costs, other similar liabilities or injunctive relief which in the aggregate would constitute a Material Adverse Change. The Loan Parties will use the Letters of Credit and the proceeds of the Loans only in accordance with Section 2.8 [Use of Proceeds] and as permitted by applicable Law.

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