Compliance with Laws; Regulatory Approvals. Except as disclosed in the SEC Reports and except for matters which in the aggregate would not have a Material Adverse Effect, the Company and its Subsidiaries are in compliance with all applicable Laws. Except, for matters which in the aggregate, as would not have a Material Adverse Effect, (a) all material Regulatory Approvals required by the Company and its Subsidiaries to conduct their respective business as now conducted by them have been obtained and are in full force and effect and (b) the Company and its Subsidiaries are in compliance in all material respects with the terms and requirements of such Regulatory Approvals.
Compliance with Laws; Regulatory Approvals. Except as disclosed in the SEC Reports or in Schedule 3.12 hereto, since January 1, 1994, the businesses of the Company and its Significant Subsidiaries have been conducted, and the businesses of the Company and its Significant Subsidiaries currently are being conducted, in compliance with all applicable Laws in all material respects. Since January 1, 1994, all material Regulatory Approvals required by the Company and its Significant Subsidiaries to conduct their respective businesses have been obtained, and all material Regulatory Approvals required by the Company and its Significant Subsidiaries to conduct their respective businesses as now conducted by them are in full force and effect. Except as disclosed in the SEC Reports or on Schedule 3.12 hereto, the Company and its Significant Subsidiaries are in compliance with the terms and requirements of such Regulatory Approvals in all material respects. Except as disclosed on Schedule 3.12 hereto, since January 1, 1994, none of the Company or any of its Significant Subsidiaries has received any written notice or other written communication from or on behalf of any Governmental Entity regarding (i) any prior, pending, threatened or possible revocation, withdrawal, suspension, termination or modification of, or the imposition of any material conditions with respect to, any Regulatory Approval or the participation by the Company, or any such Subsidiary, in the federal Medicare program, any state Medicaid program, or any other third party payor program, except for any such revocation, withdrawal, suspension, termination, modification or condition that would not have a Material Adverse Effect, (ii) any material violation of any Law by the Company or any such Subsidiary, (iii) any prior, pending, threatened or possible investigation involving or otherwise relating to any material Regulatory Approval or the participation by the Company, or any such Subsidiary, in the federal Medicare Program, any state Medicaid program, or any other material third party payor program or (iv) any other limitations on the conduct of business by the Company or any such Subsidiary that would have a Material Adverse Effect. To the knowledge of the Company and its Subsidiaries, no currently proposed Law or proposed change in existing Law is reasonably likely to have a Material Adverse Effect. It is understood that this Section 3.12 shall not apply to any Joint Venture.
Compliance with Laws; Regulatory Approvals. Contractor shall, at its sole expense, conduct and cause to be conducted all activities on the City Property in compliance with all laws, regulations, codes, ordinances and orders of any governmental or other regulatory entity, whether presently in effect or subsequently adopted, and whether or not in the contemplation of the parties. Such laws shall include, but are not limited to, local, state and federal laws prohibiting discrimination in employment and public accommodations. Contractor shall, at its sole expense, procure and maintain in force at all times during its use of the City Property any and all business and other licenses or approvals necessary to conduct the Permitted Uses. Contractor understands and agrees that City is entering into this Agreement in its capacity as a property owner with a proprietary interest in the City Property and not as a regulatory agency with police powers.
Compliance with Laws; Regulatory Approvals. Except as set forth on forth on Schedule 5.16, Sellers are in compliance in all material respects with all Laws that are Related to the Business or the Purchased Assets, and no notice, charge, claim, action or assertion has been received by any Seller or has been filed, commenced or, to the Knowledge of Sellers, threatened against either Seller alleging any material violation of any of the foregoing. Except as set forth on forth on Schedule 5.16, Sellers have in place policies and procedures to enable them to comply with the material terms of any applicable federal and state consent Orders Related to the Business and class action settlements Related to the Business; to the Knowledge of Sellers, no events have occurred that would preclude Sellers from being able to comply with the material terms of any such consent orders or settlements.
Compliance with Laws; Regulatory Approvals. Each of the Company and its Subsidiaries is in compliance in all material respects with all applicable Laws and has obtained all Regulatory Approvals necessary for the conduct of its business. Except as set forth in the Disclosure Schedules, since January 1, 2003, neither the Company nor any of its Subsidiaries has received any written communication from any Governmental Authority regarding (i) any actual or potential revocation or other adverse change with respect to any Regulatory Approval or (ii) any alleged violations of any Law which, individually or in the aggregate, has had or will have a Material Adverse Effect.
Compliance with Laws; Regulatory Approvals. (a) No Violation of Law. Schedule 3.16(a) lists (i) all Franchises and material Licenses used or necessary to operate the Systems as currently operated, (ii) the Governmental Entity which has granted each Franchise or material License and (iii) the expiration date of the Franchises and material Licenses. The Classic Companies hold all Franchises and material Licenses necessary for the lawful conduct of the business and operations of the Systems as the Systems are currently operated. The operation of the Systems does not violate any Law. Each Classic Company (i) has complied in all material respects with the terms and conditions of the Franchises and Licenses to which it is a party and the applicable requirements of Governmental Entities relating to the Franchises and Licenses (including any requirements for notifications, filing, reporting, posting and maintaining logs and records) and (ii) has not done or performed any act that would invalidate or impair, in any material respect, its rights under, or give to the granting authority the right or legality to terminate or diminish any franchise or license. No Classic Company has received notice of any violation by any Classic Company or any System of any Law applicable to the operation of the Systems and to the knowledge of the Classic Companies, there is no basis for the allegation of any such violation. The Classic Companies are not, nor have they at any time within the last three (3) years been, nor have they received any notice that they are or have at any time within the last three (3) years been, in violation of or in default under any Law applicable to the business and operations of the Systems. There is no Proceeding pending, or to the knowledge of the Company, threatened, to terminate, suspect or modify in any material respect any Franchise or License. No Governmental Entity has advised any Classic Company of its intention to deny the renewal of an existing Franchise or material License.
Compliance with Laws; Regulatory Approvals. Except as disclosed in the SEC Reports and except for matters which in the aggregate would not have a Material Adverse Effect, the operations of the Company and its Subsidiaries have been conducted in compliance with all applicable Laws. Neither the Company nor any Subsidiary has received written notice of any material violation (or of any investigation, inspection, audit, or other proceeding by any Governmental Entity involving allegations of any violation) of any Law, nor has the Company received written notice that it is in material default with respect to any Law. Except for matters which in the aggregate, as would not have a Material Adverse Effect, (a) all Regulatory Approvals required by the Company and its Subsidiaries to conduct their respective business as now conducted by them have been obtained and are in full force and effect, (b) the Company and its Subsidiaries are in compliance with the terms and requirements of such Regulatory Approvals, and (c) to the knowledge of the Company, no event has occurred which constitutes, or with due notice or lapse of time or both may constitute, a material default by the Company or any Subsidiary under any Regulatory Approval. No Regulatory Approvals obtained by the Company 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 Company Agreements, except for such Regulatory Approvals as would not, individually or in the aggregate, have a Material Adverse Effect.
Compliance with Laws; Regulatory Approvals. Except in each case as is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and except as disclosed in the SEC Reports or as alleged to the date hereof in connection with or relating to the Proceedings referred to in Schedule 3.11 hereto, the businesses of the Company and its Subsidiaries currently are being conducted in compliance with all applicable Laws. Except in each case as is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, all Regulatory Approvals required by the Company and its Subsidiaries to conduct their respective business as now conducted by them have been obtained and are in full force and effect. Except in each case as is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and except as alleged to the date hereof in connection with or relating to the Proceedings referred to in Schedule 3.11 hereto, the Company and its Subsidiaries are in compliance with the terms and requirements of such Regulatory Approvals. Except in each case as is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and except in connection with the matters disclosed on Schedules 3.11 and 3.12 hereto, since December 31, 1996, none of the Company or any of its Subsidiaries has received any written notice or other written communication from any Governmental Entity regarding (i) any revocation, withdrawal, suspension, termination or modification of, or the imposition of any material conditions with respect to, any Regulatory Approval, (ii) any violation of any Law by the Company or any of its Subsidiaries or (iii) any other limitations on the conduct of business by the Company or any of its Subsidiaries.
Compliance with Laws; Regulatory Approvals. Except as disclosed in the SEC Reports and except for matters which in the aggregate would not have a Material Adverse Effect, the operations of the Company and its Subsidiaries have been conducted in compliance with all applicable Laws. Neither the Company nor any Subsidiary has received written notice of any material violation (or of any investigation, inspection, audit, or other proceeding by any Governmental Entity involving allegations of any violation) of any Law. Except for matters which in the aggregate, as would not have a Material Adverse Effect, (a) all Regulatory Approvals required by the Company and its Subsidiaries to conduct their respective business as now conducted by them have been obtained and are in full force and effect, (b) the Company and its Subsidiaries are in compliance with the terms and requirements of such Regulatory Approvals, and (c) to the Knowledge of the Company, no event has occurred which constitutes, or with due notice or lapse of time or both may constitute, a material default by the Company or any Subsidiary under any Regulatory Approval. No Regulatory Approvals obtained by the Company 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 Company Agreements, except for such Regulatory Approvals as would not, individually or in the aggregate, have a Material Adverse Effect. Since January 1, 2001, (i) the Common Stock has been designated for quotation or listed on the Nasdaq National Market, (ii) trading in the Common Stock has not been suspended by the Commission or the Nasdaq National Market and (iii) the Company has received no communication, written or oral, from the SEC or the Nasdaq National Market regarding the suspension or delisting of the Common Stock from the Nasdaq National Market.
Compliance with Laws; Regulatory Approvals. Licensee shall, at its sole expense, conduct and cause to be conducted all of its activities on the Property in compliance with all laws, regulations, codes, ordinances and orders of any governmental or other regulatory entity, whether presently in effect or subsequently adopted, and whether or not in the contemplation of the parties. Licensee shall, at its sole expense, also procure and maintain in force at all times during its use of the Property all business and other licenses or approvals necessary to conduct the activities allowed hereunder. Nothing herein shall limit in any way Licensee’s obligation to obtain any required regulatory approvals from County of Alameda departments, City of San Leandro, boards or commissions or other governmental regulatory authorities.
