Compliance with Other Obligations. Seller shall at all times comply (i) with its organizational documents in all material respects, (ii) in all respects with any agreements by which it is bound or to which its assets are subject, except where failure to comply could not be reasonably likely to have a Material Adverse Effect, and (iii) in all material respects, with any applicable Requirement of Law.
Compliance with Other Obligations. The Borrower shall comply with all material agreements to which it is a party or by which it or any of its properties or assets is bound.
Compliance with Other Obligations. The Fund shall:
(i) pay and discharge, as the same shall become due and payable, all of its material obligations and liabilities, provided, however, that the Fund shall not be required to pay or discharge any such obligation or liability that is being diligently contested in good faith, and as to which appropriate reserves are being maintained in accordance with U.S. GAAP;
(ii) preserve and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization and all rights, privileges, permits, licenses and franchises necessary in the normal conduct of its business;
(iii) comply with the requirements of all Laws (including, but not limited to, the Investment Company Act) and all orders, writs, injunctions and decrees applicable to it or to its business or property except where the noncompliance therewith could not reasonably be expected to have a Material Adverse Effect with respect to the Fund; and
(iv) (A) use reasonable efforts to make the Fund’s independent certified public accountant available to the Capital Protection Provider and the Agent in connection with any questions on the Fund’s financial statements (provided that any fees charged by such accountant for any meeting with the Capital Protection Provider and/or the Agent shall be paid by the Capital Protection Provider, and not the Fund), (B) use reasonable efforts to make the Custodian and/or the Administrator or any other Service Provider available to the Capital Protection Provider and the Agent at any reasonable time during normal business hours and upon reasonable prior notice, from time to time to permit the Capital Protection Provider and any agent or representative thereof to visit the properties of such Persons and to discuss the affairs, finances, assets and accounts (including, without limitation, any deposit accounts and securities accounts) of the Fund with the appropriate officers of such Persons, and to audit any report prepared or required to be delivered by such Persons pursuant to Section 5.01(b) and Schedule II and the calculation of the NAV Per Share of any share class of the Fund and the number of outstanding shares of any share class of the Fund communicated to the Capital Protection Provider or the Agent, and to otherwise permit such Person (i) to discuss the affairs, finances, assets and accounts (including, without limitation, any deposit accounts and securities accounts) of the Fund with the Capital Protection Pr...
Compliance with Other Obligations. The Company shall comply with all agreements to which it is a party or by which it or any of its properties or assets is bound.
Compliance with Other Obligations. VE shall have duly performed and complied in all material respects with its obligations under this Agreement to be performed or complied with by it prior to or on the Closing Date, or shall have cured any failure to so perform or so comply prior to or on the Closing Date.
Compliance with Other Obligations. The Partner Service agrees (to the extent necessary) that it will assist the Department with its obligations under Article 26 (Duties of Joint Controllers), Article 30 (Records of Processing Activities), and Article 35 (Data Protection Impact Assessments). This may include providing necessary information, reports, or evidence of compliance.
Compliance with Other Obligations. The Borrower shall and shall procure that each of the Subsidiary Guarantors and Significant Subsidiaries shall comply in all material respects with all material agreements (other than intra-Group agreements) to which the Borrower or such Restricted Subsidiary is a party or by which it or any of its properties or assets is bound.
Compliance with Other Obligations. To each member of the Borrowing Group’s knowledge and to the knowledge of the Guarantors, no member of the Borrowing Group nor any Guarantor is in violation of its articles of incorporation, bylaws, articles of association, operating agreement or regulations, as applicable or in default in any material respect in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, lease, loan agreement, indenture or other instrument to which it is a party or by which it is bound or in which it has a beneficial interest; and, the execution and delivery of the Loan Documents, the consummation of the transactions therein contemplated and the pledge of the Pledged Property, do not and will not conflict with or constitute a breach of or default under articles of incorporation, bylaws, articles of association, operating agreement or regulations, as applicable of any member of the Borrowing Group or any Guarantor or any material contract, lease, loan agreement, indenture or other instrument to which it is a party or by which it is bound or in which it has a beneficial interest or, to the knowledge or information of each member of the Borrowing Group and each Guarantor, any law, regulation, court order or decree or administrative ruling having jurisdiction over Borrowing Group and Guarantors.
Compliance with Other Obligations. VI shall have duly performed and complied in all material respects with its obligations under this Agreement to be performed or complied with by it prior to or on the Closing Date, or shall have cured any failure to so perform or so comply prior to or on the Closing Date.
Compliance with Other Obligations. (a) The Borrower shall comply in all material respects with all of their respective obligations under the Fee Letter.
(b) With respect to any issuance or sale of Permanent Securities, the Borrower agrees to cooperate with the Investment Banks, and to provide information reasonably required by the Investment Banks in connection with placing or selling or obtaining commitments for the purchase or acquisition of the Permanent Securities in accordance with the Fee Letter. Such cooperation will include, without limitation, at the request of the Investment Banks: (i) the preparation of, as soon as practicable upon request by any Investment Bank, an offering memorandum, offering circular, prospectus or private placement memorandum with respect to the Permanent Securities; (ii) the execution of underwriting agreements, purchase agreements or placement agency agreements containing such terms, covenants, conditions, representations, warranties and indemnities in light of then prevailing market conditions (including, but not limited to, delivery of legal opinion (including standard 10b-5 disclosure letters), SAS 72 standard comfort letters (to be provided on the pricing and closing dates of any issuances) and officers’ certificates, all in form and substance reasonably satisfactory to the Investment Banks); (iii) the delivery to the Investment Banks of unqualified audited consolidated financial statements of the Borrower covering the three-year period ending as of the most recent fiscal year preceding the date of any issuance of securities and such unaudited consolidated interim financial statements, in each case, as may be reasonably requested by the Investment Banks and/or as required by Regulation S-X; (iv) the delivery to the Investment Banks of unqualified audited carve-out combined financial statements of the Acquired Business covering any periods preceding any issuance of securities, as well as such unaudited consolidated interim financial statements, in each case, as may be reasonably requested by the Investment Banks and/or as required by Regulation S-X; (v) the delivery to the Investment Banks of pro forma financial statements presented in accordance with, and for such periods as required by, Regulation S-X; (vi) the delivery to the Investment Banks of projections as to future operations or such other financial information related to the Borrower and the Acquired Business as may be reasonably requested by the Investment Banks; (vii) the engagement with the ...
