Consents and Compliance Sample Clauses

Consents and Compliance the relevant Issuer being permitted to issue such Notes under, and having complied with, and such Notes and the Contracts complying with, all relevant laws and directives and all consents and approvals of any court, governmental department or other regulatory body that are required for the Notes to be issued and for the performance of their terms having been obtained; and
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Consents and Compliance. The Borrower shall, to the satisfaction of the Lender promptly obtain, renew from time to time and comply with all authorisations, approvals, consents, permits, licenses, exemptions and submit reports, as may be required under Applicable Law : (a) for the purpose of its business; (b) to enable it to perform its obligations under this Agreementand under the other Financing Documents; and (c) for the validity or enforceability of this Agreement and the other Financing Documents; and the Borrower shall comply with the terms of the same and all Applicable Law to which they are subject.
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Consents and Compliance. 17.1 The Company has the benefit of and has complied with all permits, authorities, licences and consents necessary for the Company to carry on its business effectively in the manner and in the places in which its business is now carried on, all of which are Disclosed and contained in the Disclosure Bundle. So far as the Founders are aware, there are no circumstances which might lead to the suspension, alteration or cancellation of any of those permits, authorities, licences or consents. 17.2 The Company and its directors have conducted the business of the Company in accordance with all applicable laws and regulations, including, without limitation, the Employment Agencies Axx 0000, the Conduct Regulations and the Agency Workers Regulations 2010. 17.3 Neither the Company nor any of the directors of the Company is subject to any investigation, inquiry or proceeding by the Employment Agency Standards Inspectorate in connection with any actual or alleged infringement of the Employment Agencies Axx 0000 or the Conduct Regulations. No such investigation, inquiry or proceeding has been threatened or is pending and, so far as the Founders are aware, there are no circumstances likely to give rise to any of those investigations, inquiries or proceedings. 17.4 Neither the Company nor any of the directors of the Company has given any undertakings or commitments to the Employment Agency Standards Inspectorate which affect the conduct of the Company's business. 17.5 Any notice given to the Company of agreement that paragraphs (1) to (8) of the Conduct Regulations shall not apply was given to the Company in accordance with Regulation 32(9) of the Conduct Regulations and the Company informed the relevant client of the Company of such agreement in accordance with that Regulation. 17.6 The Company does not carry on any regulated activity within the meaning of the Financial Services and Markets Axx 0000.
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Consents and Compliance. 18.1 The Company has valid permits, authorities, licences and consents necessary so far as the Sellers are aware for the Company to carry on its business effectively in the manner and in the places in which its business is now carried on, all of which are disclosed in the Disclosure Letter and contained in the Disclosure Bundle. So far as the Sellers are aware there are no circumstances which might lead to the suspension, alteration or cancellation of any of those permits, authorities, licences or consents. 18.2 The Company does not carry on any regulated activity within the meaning of the Financial Services and Markets Xxx 0000.
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Consents and Compliance. The obligation of the Company to sell and deliver shares under this Agreement is specifically subject to (a) the obtaining of such consents and approvals as required by public authorities, and (b) the satisfaction of the Committee as to compliance with all other applicable legal requirements.
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Consents and Compliance the Issuer being permitted to establish the Programme under, and having complied with, and the Programme and all the relevant Contracts complying with, all relevant laws and directives and all consents and approvals of any court, governmental department or other regulatory body that are required for the Programme and all the relevant Contracts and for the performance of their terms having been obtained.
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Consents and Compliance. (i) all Instruments: the Issuer being permitted to issue such Instruments under, and having complied with, and such Instruments and the Contracts complying with, all relevant laws and directives and all consents and approvals of any court, governmental department or other regulatory body that are required for the Instruments to be issued and for the performance of their terms having been obtained; (ii) Subordinated Notes: in relation to any issue of Subordinated Notes, confirmation from the Monetary Authority that the Notes will qualify as Tier 2 capital for the purposes of the capital base of the Issuer under the Banking Capital Regulations;
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Consents and Compliance. 3.5.1 None of the Group Companies has knowingly conducted any activity in violation of any applicable law, statute, regulation, rule order or restriction of any domestic or foreign government in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental authority and any third party which are required to be obtained or made by any of the Group Companies, the Sellers, and the Shareholders in connection with the execution of this Agreement and the consummation of the transactions contemplated hereunder (including the PRC Restructuring defined in Section 7.1.5) shall have been obtained or made prior to and be effective as of the Closing. 3.5.2 Except as set forth on Section 3.5.2 of the Disclosure Schedule, each of the Company and Shanghai JNET has obtained all permits, licenses, certificates, qualifications and any similar authority necessary for the conduct of its Principal Business as currently conducted and as proposed to be conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. Each of the Company and Shanghai JNET has maintained the validity of, and full complied with, all such permits, licenses, certificates, qualifications and other necessary authority. Neither the Company or Shanghai JNET is in default under any of such permits, licenses, certificates, qualifications or other similar authority. There are no fines or penalties asserted against any of the Company or Shanghai JNET under any applicable law, and neither the Company or Shanghai JNET has received any notice from any governmental authorities with respect to any violation of any applicable law or regulation. 3.5.3 Neither the Company nor Shanghai JNET is in violation, breach or default of any term of its respective articles of association or other constitutional documents, or in any material respect of any term or provision of any indenture, contract, agreement or instrument to which the Company or Shanghai JNET (as the case may be) is a party or by which it may be bound, or of any provision of any judgment, decree, order, statute, rule or regulation applicable to or binding upon the Company or Shanghai JNET (as the case may be). None of the activities, agreements, commitments or rights of the Company and Shanghai JNET is unauthorized. The execution, delivery and performance of and co...
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Consents and Compliance 
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Related to Consents and Compliance

  • Consents and Requisite Governmental Approvals; No Violations (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of a Parent Party with respect to such Parent Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq to permit the Parent Common Stock to be issued in connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iv) the approvals and consents to be obtained by each Merger Sub pursuant to Section 5.9, or (v) the Parent Stockholder Approval. (b) Subject to the receipt of the Consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by a Parent Party of this Agreement nor the Ancillary Documents to which a Parent Party is or will be a party nor the consummation by a Parent Party of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Governing Documents of a Parent Party, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which a Parent Party is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which any such Parent Party or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of a Parent Party, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material or prevent, materially delay or materially impair the ability of a Parent Party to consummate the Transactions.

  • Compliance With Laws and Approvals Observe and remain in compliance with all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Governmental Consents and Approvals The execution, delivery and performance by each of the Purchasers of this Agreement and the purchase of the Notes do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Consents and Approvals; No Conflicts Subject to the recording of any of the Seller’s Documents as appropriate, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will (A) violate any provision of the Seller’s organizational or governing documents, (B) violate any Applicable Law to which the Seller are subject, (C) to the Seller’s Knowledge, result in a violation or breach of, or constitute a default under any of the Contracts that affect any of the Assets or Businesses, or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permit, or (D) result in the creation or imposition of any lien or encumbrance on any of the Assets or any portion thereof.

  • Governmental Authorizations and Consents Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

  • Compliance with Legal Requirements; Governmental Authorizations (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14): (i) each Longhorn Entity is, and at all times since January 1, 2010 has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it; (ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and (iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity. (b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and Seller to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to Purchaser, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement and the Operative Agreements shall have occurred.

  • No Conflict; Consents and Approvals (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Acquiror Transactions, do not and will not (i) conflict with or violate the Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vi) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any of their respective properties are bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties are bound, or (iv) conflict with any Debt Financing Condition, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. (b) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub of the Acquiror Transactions, does not and will not require Parent or Merger Sub to obtain any consent, approval, authorization or permit of, action by, or to make any filing with or notification to, any Governmental Entity, except for (i) such filings as may be required under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, and under state securities, takeover and “blue sky” Laws, (ii) the filings required under the HSR Act, (iii) such filings and other action as are necessary to obtain all required Gaming Approvals, (iv) such filings as necessary to comply with the applicable requirements of the Nasdaq Stock Market, (v) the filing with the Delaware Secretary of State of the Certificate of Merger as required by the DGCL, and (vi) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. (c) To the Knowledge of Parent, there is no dispute or conflict arising from its status as an Acquiror that would reasonably be expected to have an Acquiror Material Adverse Effect. Neither Parent nor Merger Sub has entered into any agreement with Gamma that would reasonably be expected to have an Acquiror Material Adverse Effect or that is inconsistent with the purposes and intent of the parties to consummate the Transactions.

  • Compliance with Law; Governmental Approvals Each of the Borrower, the other Loan Parties and the other Subsidiaries is in compliance with each Governmental Approval and all other Applicable Laws relating to it except for noncompliances which, and Governmental Approvals the failure to possess which, could not, individually or in the aggregate, reasonably be expected to cause a Default or Event of Default or have a Material Adverse Effect.

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