Common use of Compliance with Laws; Payment of Obligations Clause in Contracts

Compliance with Laws; Payment of Obligations. (a) Holdings and each Borrower will, and will cause each of their Subsidiaries to, comply with all permits, licenses, authorizations, approvals, entitlements, accreditations and privileges of each Governmental Authority and all applicable Laws (including any and all zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting each property owned, leased, subleased or otherwise occupied by Holdings or any of its Subsidiaries), except where the failure to comply, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Holdings and each Borrower will, and will cause each of their Subsidiaries to, pay before the same become delinquent, all (i) its Indebtedness (subject to any subordination provisions relating thereto) and other obligations, including all income and other Taxes, assessments and charges imposed by Governmental Authorities upon it or upon its property, and (ii) lawful claims for labor, materials and supplies or otherwise (including any payments required to be made pursuant to all leases, subleases, tenancies, occupancy agreements, rental agreements and other similar agreements, except for the non-payment of such Indebtedness, other obligations, Taxes, assessments, charges and claims that (A) are being contested in good faith by appropriate proceedings which (i) suspend judicial enforcement of the contested Indebtedness, obligation or Tax or claims and any Lien arising therefrom and (ii) for which adequate reserves in accordance with GAAP shall have been set aside on its books or (B) could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. If such contest is terminated, adversely resolved or the conditions set forth in this Section are no longer met, Holdings, each Borrower and each of their Subsidiaries shall promptly pay or discharge the contested Indebtedness, obligations, taxes and claims.

Compliance with Laws; Payment of Obligations. (a) Holdings and each Borrower The Loan Parties will, and will cause each of their Subsidiaries to, comply with all applicable permits, licenses, authorizations, approvals, entitlements, entitlements and accreditations and privileges of each Governmental Authority and all applicable Laws (including any and all zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting each property owned, leased, subleased or otherwise occupied by Holdings or any of its Subsidiaries)Laws, except (i) where the failure to comply, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or (ii) such Law is being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves in accordance with GAAP shall have been set aside on its books. (b) Holdings The Loan Parties will maintain in effect and each Borrower enforce policies and procedures designed to ensure compliance by the Loan Parties, any of their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. (c) The Loan Parties will, and will cause each of their Subsidiaries to, pay before the same become delinquent, all (i) its Indebtedness (subject to any subordination provisions relating thereto) and other obligations, including all including, income and other Taxes, assessments and charges imposed by Governmental Authorities upon it or upon its property, ; and (ii) lawful claims for labor, materials materials, assessments, charges and supplies or otherwise (including any payments required to be made pursuant to all leasesotherwise, subleases, tenancies, occupancy agreements, rental agreements and other similar agreementsin each case, except for when the non-payment of such Indebtedness, other obligations, Taxes, assessments, charges Taxes and claims that (A) are being contested in good faith by appropriate proceedings which (i) suspend judicial enforcement collection of the contested Indebtedness, obligation or Tax or other obligations, Taxes, assessments, charges and claims and any enforcement of a Lien, if applicable, other than a Lien arising therefrom permitted hereunder and (ii) for which adequate reserves in accordance with GAAP shall have been set aside on its books books; or (B) could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. If such contest is terminated, adversely resolved or the conditions set forth in this Section 7.2(c) are no longer met, Holdings, each Borrower the Loan Parties and each of their Subsidiaries Subsidiaries, as applicable, shall promptly pay or discharge the contested Indebtedness, obligations, taxes Taxes and claims.

Compliance with Laws; Payment of Obligations. (a) Holdings and each Borrower willComply, and will cause each of their Subsidiaries toSubsidiary to comply, comply in all material respects with all material applicable laws (including ERISA and Environmental Laws), rules, regulations, decrees, orders, judgments, licenses and permits, licensesexcept in such instances in which (i) such requirement of law or order, authorizationswrit, approvals, entitlements, accreditations and privileges of each Governmental Authority and all applicable Laws injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (including any and all zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting each property owned, leased, subleased or otherwise occupied by Holdings or any of its Subsidiaries), except where ii) the failure to comply, either individually or in the aggregate, comply therewith could not reasonably be expected to have a Material Adverse Effect. ; and (b) Holdings pay and each Borrower willdischarge, and will cause each of their Subsidiaries toSubsidiary to pay and discharge, pay before as the same shall become delinquentdue and payable, all its obligations and liabilities, including (i) its Indebtedness (subject to any subordination provisions relating thereto) and other obligations, including all income and other Taxestax liabilities, assessments and governmental charges imposed by Governmental Authorities or levies upon it or upon its propertyproperties or assets, and (ii) lawful claims for labor, materials and supplies or otherwise (including any payments required to be made pursuant to all leases, subleases, tenancies, occupancy agreements, rental agreements and other similar agreements, except for unless the non-payment of such Indebtedness, other obligations, Taxes, assessments, charges and claims that (A) same are being contested in good faith by appropriate proceedings which (i) suspend judicial enforcement of the contested Indebtedness, obligation or Tax or claims diligently conducted and any Lien arising therefrom and (ii) for which adequate reserves in accordance with GAAP shall are being maintained by the Company or such Subsidiary; (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (iii) all Debt, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Debt. Without limiting the generality of the foregoing or any of the other provision of this Agreement, (i) the conviction of (or a plea of guilty (or such other plea with the equivalent legal effect as a plea of guilty) by) the Company or any Subsidiary of any felony under any state or Federal law (including with respect to any Pending Matter), with respect to which all direct appeals as a matter of right have been set aside on exhausted and/or (ii) the entry by a court of competent jurisdiction or any administrative agency under state or Federal law of any injunction or other form of equitable relief against the Company or any Subsidiary enjoining all or a material portion of its books or (B) could not reasonably be expected to have, either individually or in the aggregate, ongoing business operations shall constitute a Material Adverse Effect. If such contest is terminated, adversely resolved or the conditions set forth in violation of this Section are no longer met, Holdings, each Borrower and each of their Subsidiaries shall promptly pay or discharge the contested Indebtedness, obligations, taxes and claims10.4.

Compliance with Laws; Payment of Obligations. Each Loan Party shall: (a) Holdings and each Borrower will, and will cause each of their Subsidiaries to, comply Comply in all material respects with all material applicable laws (including Environmental Laws applicable to the Properties), rules, regulations, decrees, orders, judgments, licenses and permits, licensesexcept in such instances in which (i) such requirement of law or order, authorizationswrit, approvals, entitlements, accreditations and privileges of each Governmental Authority and all applicable Laws injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (including any and all zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting each property owned, leased, subleased or otherwise occupied by Holdings or any of its Subsidiaries), except where ii) the failure to comply, either individually or in the aggregate, comply therewith could not reasonably be expected to have a Material Adverse Effect.; (b) Holdings Pay and each Borrower willdischarge, and will cause each of their Subsidiaries to, pay before as the same shall become delinquentdue and payable, all its obligations and liabilities applicable to the Properties, including (i) its Indebtedness (subject to any subordination provisions relating thereto) and other obligations, including all income and other Taxestax liabilities, assessments and governmental charges imposed by Governmental Authorities or levies upon it or upon its propertythe Properties, and (ii) lawful claims for labor, materials and supplies or otherwise (including any payments required to be made pursuant to all leases, subleases, tenancies, occupancy agreements, rental agreements and other similar agreements, except for unless the non-payment of such Indebtedness, other obligations, Taxes, assessments, charges and claims that (A) same are being contested in good faith by appropriate proceedings which (i) suspend judicial enforcement of the contested Indebtedness, obligation or Tax or claims diligently conducted and any Lien arising therefrom and (ii) for which adequate reserves in accordance with GAAP shall are being maintained by the Borrowers; and (ii) all lawful claims which, if unpaid, would by law become a Lien upon the Properties. Without limiting the generality of the foregoing or any of the other provision of this Agreement, (1) the conviction of (or a plea of guilty (or such other plea with the equivalent legal effect as a plea of guilty) by) any Loan Party of any felony under any state or Federal law with respect to which all direct appeals as a matter of right have been set aside exhausted and/or (2) the entry by a court of competent jurisdiction or any administrative agency under state or Federal law of any injunction or other form of equitable relief against any Loan Party enjoining all or a material portion of its ongoing business operations shall constitute a violation of this Section 10.4; and (c) Without limiting the above, each Borrower will (i) ensure that no person who owns a controlling interest in or otherwise controls a Borrower is or shall be (A) listed on its books the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (B) could not reasonably be expected to havea person designated under Section 1(b), either individually (c) or in the aggregate(d) of Executive Order No. 13224 (September 23, a Material Adverse Effect. If such contest is terminated2001), adversely resolved any related enabling legislation or the conditions set forth in this Section are no longer metany other similar Executive Orders, Holdings, each Borrower and each of their Subsidiaries shall promptly pay or discharge the contested Indebtedness, obligations, taxes (ii) comply with all applicable Bank Secrecy Act and claimsanti-money laundering laws and regulations.

Compliance with Laws; Payment of Obligations. (a) Holdings and each Borrower The Loan Parties will, and will cause each of their Subsidiaries to, comply with all applicable permits, licenses, authorizations, approvals, entitlements, entitlements and accreditations and privileges of each Governmental Authority and all applicable Laws (including any and all zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting each property owned, leased, subleased or otherwise occupied by Holdings or any of its Subsidiaries)Laws, except (i) where the failure to comply, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or (ii) such Law is being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves in accordance with GAAP shall have been set aside on its books. (b) Holdings The Loan Parties will maintain in effect and each Borrower enforce policies and procedures designed to ensure compliance by the Loan Parties, any of their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. (c) The Loan Parties will, and will cause each of their Subsidiaries to, pay before the same become delinquent, all (i) its Indebtedness (subject to any subordination provisions relating thereto) and other obligations, including all income and other Taxes, assessments and charges imposed by Governmental Authorities upon it or upon its property, and (ii) lawful claims for labor, materials materials, assessments, charges and supplies or otherwise (including any payments required to be made pursuant to all leasesotherwise, subleases, tenancies, occupancy agreements, rental agreements and other similar agreementsin each case, except for when the non-payment of such Indebtedness, other obligations, Taxes, assessments, charges Taxes and claims that (A) are being contested in good faith by appropriate proceedings which (i) suspend judicial enforcement collection of the contested IndebtednessTaxes, obligation or Tax or assessments, charges and claims and any enforcement of a Lien, if applicable, other than a Lien arising therefrom permitted hereunder and (ii) for which which, in the case of claims for Taxes, adequate reserves in accordance with GAAP shall have been set aside on its books or (B) could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. If such contest is terminated, adversely resolved or the conditions set forth in this Section 7.2(c) are no longer met, Holdings, each Borrower the Loan Parties and each of their Subsidiaries Subsidiaries, as applicable, shall promptly pay or discharge the contested Indebtedness, obligations, taxes Taxes and claims.

Compliance with Laws; Payment of Obligations. (a) Holdings and each Borrower The Loan Parties will, and will cause each of their Subsidiaries to, comply with all applicable permits, licenses, authorizations, approvals, entitlements, entitlements and accreditations and privileges of each Governmental Authority and all applicable Laws (including any and all zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting each property owned, leased, subleased or otherwise occupied by Holdings or any of its Subsidiaries)Laws, except (i) where the failure to comply, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectEffect or (ii) such Law is being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves in accordance with GAAP shall have been set aside on its books. (b) Holdings The Loan Parties will maintain in effect and each Borrower enforce policies and procedures designed to ensure compliance by the Loan Parties, any of their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. (c) The Loan Parties will, and will cause each of their Subsidiaries to, pay before the same become delinquent, all (i) its Indebtedness (subject to any subordination provisions relating thereto), (ii) and other obligations, including all income and other Taxes, assessments and charges imposed by Governmental Authorities upon it or upon its property, and (iiiii) lawful claims for labor, materials materials, assessments, charges and supplies or otherwise (including any payments required to be made pursuant to all leasesotherwise, subleases, tenancies, occupancy agreements, rental agreements and other similar agreementsin each case, except for when the non-payment of such Indebtedness, other obligations, Taxes, assessments, charges Taxes and claims that (A) are being contested in good faith by appropriate proceedings which (i) suspend judicial enforcement collection of the contested Indebtedness, obligation or Tax or other obligations, Taxes, assessments, charges and claims and any enforcement of a Lien, if applicable, other than a Lien arising therefrom permitted hereunder and (ii) for which which, in the case of claims for Taxes, adequate reserves in accordance with GAAP shall have been set aside on its books or (B) could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. If such contest is terminated, adversely resolved or the conditions set forth in this Section 7.2(c) are no longer met, Holdings, each Borrower the Loan Parties and each of their Subsidiaries Subsidiaries, as applicable, shall promptly pay or discharge the contested Indebtedness, obligations, taxes Taxes and claims.

Compliance with Laws; Payment of Obligations. (a) Holdings and each The Borrower will, and will cause each of their its Subsidiaries to, comply with all permits, licenses, authorizations, approvals, entitlements, accreditations and privileges of each Governmental Authority and all applicable Laws (including any and all zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting each property owned, leased, subleased or otherwise occupied by Holdings or any of its Subsidiaries)Laws, except where the failure to comply, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Holdings and each The Borrower will, and will cause each of their its Subsidiaries to, pay before the same become delinquent, all (i) its Indebtedness (subject to any subordination provisions relating thereto) and other obligations, including all income and other Taxes, assessments and charges imposed by Governmental Authorities upon it or upon its property, and (ii) lawful claims for labor, materials and supplies or otherwise (including any payments required to be made pursuant to all leases, subleases, tenancies, occupancy agreements, rental agreements and other similar agreementsotherwise, except for the non-payment of such Indebtedness, other obligations, Taxes, assessments, charges Taxes and claims that (A) are being diligently contested in good faith by appropriate proceedings which (ix) suspend judicial enforcement collection of the contested Indebtedness, obligation or Tax or claims and any Lien arising therefrom and (iiy) for which adequate reserves in accordance with GAAP shall have been set aside on its books or and (B) could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. If such contest is terminated, adversely resolved or the conditions set forth in this Section 7.1.2 are no longer met, Holdings, each the Borrower and each of their its Subsidiaries shall promptly pay or discharge the contested Indebtedness, obligations, taxes Taxes and claims. (c) Each Covered Entity will, and will cause each of its Subsidiaries to, comply with all Anti-Corruption Laws.

Compliance with Laws; Payment of Obligations. (a) Holdings and each Borrower The Loan Parties will, and will cause each of their Subsidiaries to, comply with all permits, licenses, authorizations, approvals, entitlements, accreditations and privileges of each Governmental Authority and all applicable Laws (including any and all zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting each property owned, leased, subleased or otherwise occupied by Holdings or any of its Subsidiaries)Laws, except where the failure to comply, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Holdings The Loan Parties will maintain in effect and each Borrower enforce policies and procedures designed to ensure compliance by the Loan Parties, any of their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. (c) The Loan Parties will, and will cause each of their its Subsidiaries to, pay before the same become delinquent, all (i) its Indebtedness (subject to any subordination provisions relating thereto) and other obligations, including all income and other Taxes, assessments and charges imposed by Governmental Authorities upon it or upon its property, ; and (ii) lawful claims for labor, materials materials, assessments, charges and supplies or otherwise (including any payments required to be made pursuant to all leases, subleases, tenancies, occupancy agreements, rental agreements and other similar agreementsotherwise, except for the non-payment nonpayment of such Indebtedness, other obligations, Taxes, assessments, charges Taxes and claims that (A) are being contested in good faith by appropriate proceedings which (i) suspend judicial enforcement collection of the contested Indebtedness, obligation or Tax or other obligations, Taxes, assessments, charges and claims and any Lien arising therefrom and (ii) for which which, in the case of claims for Taxes, adequate reserves in accordance with GAAP shall have been set aside on its books or books; and (B) could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. If such contest is terminated, adversely resolved or the conditions set forth in this Section are no longer met, Holdings, each Borrower the Loan Parties and each of their Subsidiaries Subsidiaries, as applicable, shall promptly pay or discharge the contested Indebtedness, obligations, taxes and claims.