Laws and Regulations; Records Sample Clauses

Laws and Regulations; Records. All of Seller's operations with respect to the Schools are conducted at the Facilities, and all of the tangible Purchased Assets and records relating to intangible Purchased Assets of the Schools are located at the Facilities. Seller is not under any contractual or other legal obligation, and has not entered into any commitment, to make capital improvements or alterations to the Facilities. The Facilities are not subject to any zoning ordinance or other restrictions which would prohibit the use and enjoyment of the Facilities in the manner in which the Facilities are currently used and the Facilities are not subject to any condemnation proceedings. Each Facility and Seller's use thereof is in compliance with all laws, including, without limitation, the Americans with Disabilities Act.
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Laws and Regulations; Records. All of Seller's operations with respect to the Schools are conducted at the Facilities, and all of the tangible Purchased Assets and records relating to intangible Purchased Assets of the Schools are located at the Facilities. Seller is not under any contractual or other legal obligation, and has not entered into any commitment, to make capital improvements or alterations to the Facilities other than those set forth on Schedule 5.8(c). To Seller's knowledge, the Facilities are not --------------- subject to any zoning ordinance or other restrictions which would prohibit the use and enjoyment of the Facilities in the manner in which the Facilities are currently used and the Facilities are not subject to any condemnation proceedings. To Seller's knowledge, each Facility and Seller's use thereof is in compliance with all laws, including, without limitation, the Americans with Disabilities Act.
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Laws and Regulations; Records. Except as set forth on Schedule 5.07(b), all of Sellers' operations with respect to the Schools are conducted at the Facilities, and all of the tangible Purchased Assets and records relating to intangible Purchased Assets of the Schools are located at the Facilities. Sellers are not under any contractual or other legal obligation, and have not entered into any commitment, to make capital improvements or alterations to the Facilities, except as set forth on Schedule 5.07(b). The Facilities are not subject to any zoning ordinance or other restrictions which would prohibit the use and enjoyment of the Facilities in the manner in which the Facilities are currently used and the Facilities are not subject to any condemnation proceedings. Each Facility and Sellers' use thereof is in compliance with all laws, including, without limitation, the Americans with Disabilities Act.
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Laws and Regulations; Records. All of Seller's operations with respect to the School are conducted at the Facilities, and all of the tangible Purchased Assets and records relating to intangible Purchased Assets of the School are, or as of the Closing will be, located at the Facilities. Seller is not under any contractual or other legal obligation and has not entered into any commitment to make capital improvements or alterations to the Facilities. The Facilities are not subject to any zoning ordinance or other restrictions which would prohibit the use and enjoyment of the Facilities in the manner in which the Facilities are currently used. Seller has no knowledge of any condemnation proceedings relating to any Facility. To the best of Seller's knowledge, each Facility and Seller's use thereof is in compliance in all material respects with all laws, including, without limitation, the Americans with Disabilities Act.
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Laws and Regulations; Records. Except as set forth on Schedule 5.8(b), all of the Company's operations with respect to the Schools are --------------- conducted at the Facilities, and all of the tangible assets and records relating to intangible assets of the Schools are located at the Facilities. The Company is not under any contractual or other legal obligation, and has not entered into any commitment, to make capital improvements or alterations to the Facilities. The Facilities are not subject to any zoning ordinance or other restrictions which would prohibit the use and enjoyment of the Facilities in the manner in which the Facilities are currently used and (i) the Facilities located in Grand Rapids, Michigan are not subject to any condemnation proceedings, and (ii) to the knowledge of Sellers, the Facilities located in Kalamazoo, Michigan and Merrillville, Indiana are not subject to any condemnation proceedings. Each Facility which is owned by any of the Sellers, the Company, MMC (or any Affiliate of the foregoing) is in compliance with all laws, including, without limitation, the Americans with Disabilities Act, and, to the best of Sellers' knowledge, each Facility which is not owned by Sellers, the Company, or MMC (or any Affiliate of the foregoing) is in compliance with all laws, including, without limitation, the Americans with Disabilities Act.
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Laws and Regulations; Records. All of the Company's operations with respect to the Schools are conducted at the Facilities, and all of the tangible assets and records relating to intangible assets of the Schools are located at the Facilities. Other than as set forth in the leases relating to the Facilities, the Company is not under any contractual or other legal obligation, and has not entered into any commitment, to make capital improvements or alterations to the Facilities. To the knowledge of the Company, the Facilities are not subject to any zoning ordinance or other restrictions which would prohibit the use and enjoyment of the Facilities in the manner in which the Facilities are currently used and the Facilities are not subject to any condemnation proceedings. Each Facility and the Company's use thereof, including the construction of all tenant improvements therein, is in material compliance with all applicable laws, including, without limitation, the Americans with Disabilities Act.
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Laws and Regulations; Records. Except as set forth on ----------------------------- SCHEDULE 5.8.2, all of Sellers' operations with respect to each Tier I School -------- are conducted at the Facilities, and all of the Purchased Assets of each Tier I School are, or as of the Tier Closings will be, located at the Facilities; provided, however, that certain records are in the possession of Global Financial Aid Services, Inc. ("Global") as agent for Sellers and will remain in the possession of Global, which will retain the records as agent for Buyer. Sellers are not under any contractual or other legal obligation and have not entered into any commitment to make capital improvements or alterations to the Facilities. The Facilities are not subject to any zoning ordinance or other restrictions which would prohibit the use and enjoyment of the Facilities in any material respects in the manner in which the Facilities are currently used. The Selling Parties have no knowledge of any condemnation proceedings relating to any Facility. To the best of Selling Parties' knowledge, each Facility and Sellers' use thereof is in compliance in all material respects with all laws, including, without limitation, the Americans with Disabilities Act.
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Laws and Regulations; Records. All of Seller’s operations with respect to the School are conducted at the Real Property, and all of the tangible Purchased Assets and records relating to intangible Purchased Assets of the School are located on the Real Property. Seller is not under any contractual or other legal obligation, and has not entered into any commitment, to make capital improvements or alterations to the Real Property. The Real Property is not subject to any zoning ordinance or other restrictions which would prohibit the use and enjoyment of the Real Property in the manner in which the Real Property is currently used and the Real Property is not subject to any condemnation proceedings. The Real Property and Seller’s use thereof is in compliance with all laws, including, without limitation, the Americans with Disabilities Act.
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Related to Laws and Regulations; Records

  • Laws and Regulations Notwithstanding any provision of this Agreement to the contrary, no Party shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such Party to be in violation of any applicable law, statute, rule or regulation.

  • Compliance with Applicable Laws and Regulations (a) The Company shall not be required to issue or deliver any Shares pursuant to this Agreement pending compliance with all applicable federal and state securities and other laws (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Company’s Shares are listed.

  • Environmental Laws and Regulations (a) Except as set forth in Section 3.8 of the Company Disclosure Schedule or as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Company, is threatened by any Governmental Entity or other person relating to the Company or any Subsidiary of the Company or against any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, and relating to or arising out of any Environmental Law, (ii) the Company and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2008 have been in compliance with all Environmental Laws (which compliance includes, but is not limited to, possession of all Company Permits and compliance with the terms and conditions thereof), (iii) the Company is not obligated to conduct or pay for, and is not conducting or paying for, any response, remedial, investigatory or corrective action under any Environmental Law at any location, (iv) there has been no release of Hazardous Materials at any real property currently owned, leased or operated by the Company or any Subsidiary of the Company or, to the knowledge of the Company, formerly owned, leased or operated by the Company or any Subsidiary of the Company or at any offsite disposal location used by the Company or any Subsidiary of the Company to dispose of any Hazardous Materials in concentrations or under circumstances that would require reporting or be reasonably likely to result in investigation, remediation or other corrective or response action by the Company or any Subsidiary of the Company or, to the knowledge of Company and its Subsidiaries, by any person or entity whose liability the Company or any of its Subsidiaries has or may have retained or assumed either contractually or by operation of law, under any Environmental Law, (v) the Company is not party to any order, judgment or decree that imposes any obligations under any Environmental Law, (vi) there have been no ruptures or explosions in the Company Systems resulting in personal injury, loss of life or material property damage, except to the extent any claims related to such ruptures have been resolved and (vii) there are no defects, corrosion or other damage to any of the Company Systems that could reasonably be expected to result in a pipeline integrity failure.

  • Notification of Laws and Regulations The Servicer shall immediately notify the Issuer, the Indenture Trustee, and the Rating Agencies in writing of any Requirement of Law or Commission Regulations hereafter promulgated that have a material adverse effect on the Servicer’s ability to perform its duties under this Servicing Agreement.

  • Compliance with Applicable Laws, Rules and Regulations The Dealer Manager represents to the Company that (a) it is a member of FINRA in good standing, and (b) it and its employees and representatives who will perform services hereunder have all required licenses and registrations to act under this Agreement. With respect to its participation and the participation by each Participating Dealer in the offer and sale of the Offered Shares (including, without limitation, any resales and transfers of Offered Shares), the Dealer Manager agrees, and, by virtue of entering into the Participating Dealer Agreement, each Participating Dealer shall have agreed, to comply with any applicable requirements of the Securities Act and the Exchange Act, applicable state securities or blue sky laws, and, specifically including, but not in any way limited to, NASD Conduct Rules 2340 and 2420, and FINRA Conduct Rules 2310, 5130 and 5141.

  • Governmental Rules and Regulations The provisions of this Agreement are subject to any and all present and future statutes, orders, rules and regulations of any duly constituted authority having jurisdiction of the relationship and transactions defined by this Agreement.

  • Sanctions Laws and Regulations (a) The Borrower shall not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity (i) to fund any activities or business of or with any Designated Person, or in any country or territory, that at the time of such funding is the subject of any sanctions under any Sanctions Laws and Regulations, or (ii) in any other manner that would result in a violation of any Sanctions Laws and Regulations by any party to this Agreement.

  • Compliance with Laws and Regulations (a) The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange (or the Nasdaq National Market, if applicable) on which the Common Stock may be listed for trading at the time of such exercise and issuance.

  • Export Regulations Both parties shall comply with the laws and regulations of the government of the United States and of any other country as relevant to each party hereto relating to the export of commodities and technical data.

  • Compliance with Certain Laws and Regulations If any Unregistered Securities or Coupon Securities are to be issued in any Series of Securities, the Company will use reasonable efforts to provide for arrangements and procedures designed pursuant to then applicable laws and regulations, if any, to ensure that Unregistered Securities or Coupon Securities are sold or resold, exchanged, transferred and paid only in compliance with such laws and regulations and without adverse consequences to the Company.

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