Compliance with Obligations and Laws. Guarantor shall at all times (i) comply with all contractual obligations, (ii) comply in all respects with all laws, ordinances, rules, regulations and orders (including, without limitation, Environmental Laws) of any Governmental Authority or any other federal, state, municipal or other public authority having jurisdiction over Guarantor or any of its assets, (iii) maintain and preserve its legal existence, and (iv) preserve all of its rights, privileges, licenses and franchises necessary for the operation of its business.
Compliance with Obligations and Laws. Guarantor shall at all times (i) comply with all contractual obligations, (ii) comply in all respects with all laws, ordinances, rules, regulations and orders (including, without limitation, Environmental Laws) of any Governmental Authority or any other federal, state, municipal or other public authority having jurisdiction over Guarantor or any of its assets, (iii) maintain and preserve its legal existence, and (iv) preserve all of its rights, privileges, licenses and franchises necessary for the operation of its business, except with respect to clauses (i), (ii) and (iv) above, to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Compliance with Obligations and Laws. Neither Parent nor any of its Material Subsidiaries is: (i) in violation of its certificate of incorporation, by-laws or similar documents; (ii) in default in the performance of any obligation, agreement or condition of any debt instrument which (with or without the passage of time or the giving of notice, or both) affords to any Person the right to accelerate any indebtedness or terminate any right; (iii) in default under or breach of (with or without the passage of time or the giving of notice) any other contract to which it is a party or by which it or its assets are bound; or (iv) in violation of any law, regulation, administrative order or judicial order, decree or judgment (domestic or foreign) applicable to it or its business or assets, except where any violation, default or breach under items (ii), (iii), or (iv) would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on Parent.
Compliance with Obligations and Laws. The Company is not: (i) in violation of its articles of incorporation or bylaws or similar documents; (ii) in default in the performance of any obligation, agreement or condition of any debt instrument which (with or without the passage of time or the giving of notice, or both) affords to any Person the right to accelerate any indebtedness or terminate any right; (iii) in default under or breach of (with or without the passage of time or the giving of notice) any other contract to which it is a party or by which it or its assets are bound; or (iv) in violation of any Law applicable to it or its business or assets. All activities of the Company have heretofore been conducted in compliance with all Laws then applicable to it or its business or assets.
Compliance with Obligations and Laws. Neither the execution and delivery by the ESOP of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the ESOP with its obligations hereunder, will conflict with, or result in a breach or violation of, or constitute a default under, any provision of the ESOP or any law, rule, regulation, order, injunction or decree of any court, administrative authority or arbitrator applicable to the ESOP.
Compliance with Obligations and Laws. The Company shall, and shall cause each of its Subsidiaries to, comply with (a) all material obligations which it or its Subsidiaries are subject to, or become subject to, pursuant to any contract or agreement, whether oral or written, as such obligations are required to be observed or performed, unless and to the extent that the same are being contested in good faith and by appropriate proceedings diligently prosecuted and the Company and its Subsidiaries have set aside on their books adequate reserves with respect thereto and (b) all applicable laws, statutes, rules, regulations, orders, demands and requests of all Governmental Authorities, including, without limitation, all Environmental Laws (as defined in the Purchase Agreement).
Compliance with Obligations and Laws. (i) The execution, delivery, and performance of this Agreement will not:
(a) constitute a breach or violation of the articles of association of the Seller or any of the COS Group Companies hereto;
(b) result in a violation of any law, regulation, administrative order or judicial order applicable to the Seller or any of the COS Group Companies.
(ii) None of the COS Group Companies is in material breach of any applicable laws, rules and regulations, administrative and judicial orders.
Compliance with Obligations and Laws. Neither Seller’s ownership nor use of the Mammography Intellectual Property (a) constitutes a violation of any law, regulation, administrative order or judicial order, decree or judgment applicable to Seller or the Mammography Intellectual Property, or (b) has in the past constituted a violation of any law, regulation, administrative order or judicial order, decree or judgment applicable to Seller or the Mammography Intellectual Property, that in either case, has or would reasonably be expected to have a Mammography Intellectual Property Material Adverse Effect.
Compliance with Obligations and Laws. Neither the execution and delivery by the Trustee of this Agreement, nor the consummation of the transactions contemplated hereby, nor compliance by the Borrower with its obligations hereunder, will conflict with, or result in a breach or violation of, or constitute a default under, any provision of the Borrower or any law, rule, regulation, order, injunction or decree of any court, administrative authority or arbitrator applicable to the Borrower.
Compliance with Obligations and Laws. The Company is not: (a) in -------------------------------------------- violation of its Charter or Bylaws; (b) in default in the performance of any obligation, agreement or condition of any debt instrument which (with or without the passage of time or the giving of notice) affords to any person the right to accelerate any indebtedness or terminate any right; (c) in default of or breach of (with or without the passage of time or the giving of notice) any other contract to which it is a party or by which it or its assets are bound; or (d) in violation of any law, regulation, administrative order or judicial order, decree or judgment applicable to it or its business or assets, except where any violation or default under items (b), (c), or (d) would not, individually or in the aggregate, have a Company Material Adverse Effect. No Conflict of Transaction With Obligations and Laws Subject to ---------------------------------------------------- compliance with the applicable requirements of the Securities Act, any applicable state securities laws, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the filing of the Certificate of Merger as required by the DGCL, and obtaining the consents listed on Schedule 2.6(a) of --------------- the Company Disclosure Schedule, neither the execution, delivery and performance of this Agreement, nor the performance of the transactions contemplated hereby, will: (i) constitute a breach or violation of the Charter or Bylaws of the Company; (ii) require any consent, waiver, exemption, approval or authorization of, declaration, filing or registration with, or giving of notice to any person, court, arbitration tribunal, administrative agency or commission or other or governmental or regulatory agency or authority; (iii) constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company or any Subsidiary is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any right with respect to any indebtedness; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their assets are bound; (v) result in the creation of any li...
