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. Since August 4, 1999, 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 August 4, 1999, 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. The Company and its Significant Subsidiaries are in compliance with the terms and requirements of such Regulatory Approvals in all material respects. Except such that would not, individually or in the aggregate, have a Material Adverse Effect, 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, 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 (iv) any other limitations on the conduct of business by the Company or any such Subsidiary that would 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 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. Sellers shall have (a) complied with all applicable federal, state and foreign securities laws in connection with the delivery of the Sale Shares in accordance with Section 3.1(a) hereof and (b) received all federal, state and foreign regulatory approvals applicable to this Agreement and the transactions contemplated hereunder.
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, the businesses of the Company and its Subsidiaries currently are being conducted in compliance with all applicable Laws. 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, and the Company and its Subsidiaries are in compliance with the terms and requirements of such Regulatory Approvals except for those Regulatory Approvals which, if the Company failed to obtain them or comply with them individually or in the aggregate, would not cause a Material Adverse Effect. Except in connection with the matters disclosed on Schedules 2.11 and 2.12 hereto, since Xxxxx 00, 0000, xxxx 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 except for those which, individually or in the aggregate, would not have a Material Adverse Effect.
Compliance with Laws; Regulatory Approvals. 24.1 The Parties will comply with the provisions of all laws and all orders, rules and regulations applicable to this Agreement. TTL will, at its expense, obtain and maintain the governmental authorizations, registrations and filings that may be required under the laws of the Territory to execute or perform this Agreement. Each Party will not use any payment or other benefit derived from the other to offer, promise or pay any money, gift or any other thing of value to any person for the purpose of influencing official actions or decisions affecting this Agreement, while knowing or having reason to know that any portion of this money, gift or thing will, directly or indirectly, be given, offered or promised to (a) an employee, officer or other person acting in an official capacity for any government or its instrumentalities or (b) any political party, party official or candidate for political office.
