Legal Compliance Illegal Payments Permits Sample Clauses

Legal Compliance Illegal Payments Permits. The Company is not in breach or violation of, or default under, and has not at any time during the previous three years been in breach or violation of, or default under: (a) its organizational documents nor is there a basis which could constitute such a breach, violation or default; (b) any material Legal Requirement nor, to Sellers’ Knowledge, is there a basis which could constitute such a breach, violation or default, except for breaches, violation or defaults disclosed on Schedule 3.14. No written notices have been received by, and no claims have been filed against, the Company alleging a violation of any Legal Requirement, and, to the Sellers’ Knowledge, the Company has not been subject to any adverse inspection, finding, investigation, penalty assessment, audit or other compliance or enforcement action. In the conduct of the Business, neither the Company nor, to the Sellers’ Knowledge, any of its directors, officers, employees or agents, has (a) directly or indirectly, given, or agreed to give, any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was, is or may be in a position to help or hinder the Company (or assist in connection with any actual or proposed transaction) or made, or agreed to make, any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose. The Company has been duly granted all material Permits under all Legal Requirements necessary for either (a) the conduct of the Business, or (b) the lawful occupancy of the Real Property and the present use and operation thereof. Except as disclosed on Schedule 3.14, (a) such Permits are valid and in full force and effect, and (b) the Company is not in breach or violation of, or default under, any such Permit, and, to the Sellers’ Knowledge, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation nor default. The representations and warranties set forth in this Section 3.14 do not apply with respect to Taxes (which are addressed in Section 3.15), employee benefit matters (which are addressed in Section 3.16), or environmental matters (which are addressed in Section 3.17).
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Legal Compliance Illegal Payments Permits. 3.10.1 The Company has been duly granted all necessary Permits under applicable Legal Requirements, including all contracts, programs and other arrangements with third party payors, insurers and fiscal intermediaries in which the Company participates. The attached Disclosure Schedule describes each Permit affecting, or relating to, the Acquired Assets, the Equipment or the Business together with the Governmental Authority or other Person responsible for issuing such Permit, the date of issuance for such Permit and, where applicable, the date of expiration. Except as disclosed on the attached Disclosure Schedule, (A) the Permits are valid and in full force and effect, (B) the Company is not in breach or violation of, or default under, any such Permit, and no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation nor default and (C) the Permits will continue to be valid and in full force and effect, on identical terms following the consummation of the Contemplated Transactions. 3.10.2 The Company has not filed, or has been or is required to file, any reports with any Governmental Authority which disclose that it has participated in any of the practices listed in this Section 3.13 or acts giving rise to such practices. The Company has never, nor have any of its employees, Representatives or agents, been debarred or listed on the excluded individuals list maintained by the Office of the Inspector General (“OIG”). The Company has not, and its employees have not, engaged in any conduct which could result in debarment or disqualification by any Governmental Authority, and there are no proceedings pending or threatened that could result in criminal liability, debarment or disqualification by any Governmental Authority. 3.10.3 The Company has timely filed all filings and reports of every kind whatsoever required by applicable Legal Requirements or by written or oral contract or otherwise to have been filed or made with respect to the provision of services by it to third-party payors. There are no claims, Actions, payment reviews, recoupment or other proceedings, or appeals (collectively, “Claims”) pending or threatened, before any Governmental Authority, payor, commission, board or agency or any state department of health or any other state or federal agency with respect to any claims filed or payments received by the Company relating to the Company or program compliance matters, which would adversely affect the Compan...
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Legal Compliance Illegal Payments Permits. (a) No Xxxxxxxxxx Group Company is, in any material respect, in breach or violation of, and no Xxxxxxxxxx Group Company has been since January 1, 2011, in any material respect, in breach or violation of, any Legal Requirement applicable to the Business or any of the Xxxxxxxxxx Group Companies. No Xxxxxxxxxx Group Company has received notice of any material violation of any Legal Requirement, and no Xxxxxxxxxx Group Company is in breach or violation of any Governmental Order. (b) No Xxxxxxxxxx Group Company nor any of their customers is currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, United States Department of the Treasury (“OFAC”), and/or the Denied Persons List or Entity List maintained by the Bureau of Industry and Security, United States Department of Commerce (“BIS”). No Xxxxxxxxxx Group Company, nor any representative of a Xxxxxxxxxx Group Company acting on behalf of a Xxxxxxxxxx Group Company, has used any funds to make, directly or indirectly, any contribution, gift, bribe, payoff, kickback or other unlawful payment to any government official or employee in violation of any provision of any applicable anti-corruption Legal Requirements of any country in which any Xxxxxxxxxx Group Company operates. (c) No product sold or service provided by any Xxxxxxxxxx Group Company in the last three (3) years has been, directly or indirectly, sold to or performed on behalf of, or exported, re-exported or retransferred to, the Republic of Cuba, the Islamic Republic of Iran, the Democratic People’s Republic of Korea (Xxxxx Xxxxx), the Republic of Sudan, the Syrian Arab Republic, Myanmar (Burma), or any Person identified on the Specially Designated Nationals and Blocked Persons List maintained by OFAC, and/or the Denied Persons List or Entity List maintained by BIS. (d) Each Xxxxxxxxxx Group Company has been duly granted all Permits necessary for the conduct of the Business and the ownership use and operation of its Assets. Such Permits are valid and in full force and effect and no Xxxxxxxxxx Group Company is, in any material respect, in breach or violation of, or default under, any such Permit, and no fact, situation, circumstance, condition or other basis exists which, with notice or lapse of time or both, would constitute a breach, violation or default under such Permit or give any Governmental Authority grounds to suspend, revoke or terminate any such Permit.
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Legal Compliance Illegal Payments Permits. (a) Neither USA nor SA is, in any material respect, in breach or violation of, or default under any Legal Requirement applicable to it, except to the extent that such breach, violation or default would not have a Material Adverse Effect. (b) To the ADG Parties’ Knowledge, USA and SA, their third-party agents and partners are in compliance with applicable anti-corruption laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act (“FCPA”), in the conduct of ADG’s business operations around the world. (c) USA and SA own, possess or have the right to use all Permits that are necessary to conduct the Business, except where the failure to do so would not have a Material Adverse Effect. Neither USA or SA is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any Permit to which it is a party, except where such default or violation would not have a Material Adverse Effect. (d) Without limiting the foregoing, USA and SA are not now violating and have not in the past violated either the International Traffic in Arms Regulations, 22 CFR Parts 120-130, the Export Administration Regulations, 15 CFR Parts 730-774, the regulations administered by the Bureau of Alcohol, Tobacco, Firearms and Explosives, 27 CFR Parts 447-555, the regulations administered by the Office of Foreign Assets Control at the U.S. Department of the Treasury, 31 CFR Parts 500-598, or the applicable export or export-related laws or regulations of any other country (collectively, the “Regulations”), and USA and SA have applied for and obtained all necessary licenses, permits or other authorizations required under such Regulations. (e) Without limiting the generality of the foregoing, USA and SA are not now violating, and has not in the past violated any applicable acts, decrees or regulations, whether in respect of the manufacturing, sale, storage or export of weapons or munitions or in respect of other matters relating hereto, and USA and SA have applied and obtained all necessary licenses, authorizations and permits under any such acts, decrees or regulations. (f) Without limiting the generality of Section 3.14(b), (i) ADG, USA and SA have taken actions to ensure that USA and SA, third-party agents and partners are familiar with the purposes of the FCPA and applicable local anticorruption laws and regulations, including the general prohibition...
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Legal Compliance Illegal Payments Permits. 2.14.1 The Company is not in material breach or in material violation of, or default under, and has not at any time during the previous five (5) years been in breach or violation of, or default under: (a) its Organizational Documents, nor does any circumstance exist which, with or without notice or lapse of time or both, would constitute such a breach, violation or default; or (b) any Legal Requirement, nor is there a basis which could constitute such a breach, material violation or default. Neither the Company nor any of its managers, directors, officers, employees or agents has directly or indirectly given, or agreed to give, any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was, is or may be in a position to help or hinder the Company (or assist in connection with any actual or proposed transaction) or made, or agreed to make, any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office. The Company has been duly granted all Permits under all Legal Requirements necessary for the conduct or operation of the Business. 2.14.2 Schedule 2.14.2 describes each Permit held by the Company affecting, or relating to, the Assets or the Business, together with the Governmental Authority or other Person responsible for issuing such Permit. Except as disclosed on Schedule 2.14.2: (a) each such Permit held by the Company is valid and in full force and effect, (b) the Company is not in breach or violation of, or default under, any such Permit, and no circumstance exists which, with or without notice or lapse of time or both, would constitute any such breach, violation or default, (c) no Action
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Legal Compliance Illegal Payments Permits. Except for Laws related to health and safety and as set forth in Section 3.8 of the Target’s Disclosure Schedule, the Target has complied in all respects with all applicable Laws, except where the failure to comply has not resulted in, and would not reasonably be expected to result in, material liability to the Target. With respect to Laws related to health and safety, the Target has materially complied with such Laws in a manner consistent with general practices in the Target’s industry. In the conduct of the business of the Target, neither the Target or any of its directors or officers, nor, to the Knowledge of the Target any of its employees or other agents, has (a) directly or indirectly, given, or agreed to give, any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was, is or may be in a position to help or hinder the Target (or assist in connection with any actual or proposed transaction) or made, or agreed to make, any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office, or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose. The Target has been duly granted all material Permits under all Laws necessary for the conduct of its business. Except as disclosed in Section 3.8 of the Target’s Disclosure Schedule, (i) such Permits are valid and in full force and effect and will remain so, without modification, following the Closing, and (ii) the Target is not in breach or violation of, or default under, any such Permit, and, to the Knowledge of the Target, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation nor default.
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Legal Compliance Illegal Payments Permits 
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Related to Legal Compliance Illegal Payments Permits

  • Legal Compliance Contractor represents and warrants that it shall secure all notices and comply with all applicable laws, ordinances, rules and regulations of any governmental entity in conjunction with the performance of obligations under the Contract. Prior to award and during the Contract term and any renewals thereof, Contractor must establish to the satisfaction of the Commissioner that it meets or exceeds all requirements of the Bid and Contract and any applicable laws, including but not limited to, permits, licensing, and shall provide such proof as required by the Commissioner. Failure to comply or failure to provide proof may constitute grounds for the Commissioner to terminate or suspend the Contract, in whole or in part, or to take any other action deemed necessary by the Commissioner. Contractor also agrees to disclose information and provide affirmations and certifications to comply with Sections 139-j and 139-k of the State Finance Law.

  • Existence; Compliance with Legal Requirements; Insurance Each Borrower and Operating Lessee shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its Entity existence, rights, licenses, Permits and franchises necessary for the conduct of its business and to comply or to initiate compliance in all material respects with all applicable Legal Requirements and Insurance Requirements applicable to it and each Individual Property. Each Borrower and Operating Lessee shall notify Lender promptly of any written notice or order that such Borrower or Operating Lessee receives from any Governmental Authority relating to such Borrower’s or Operating Lessee’s failure to comply with such applicable Legal Requirements relating to such Borrower’s or Operating Lessee’s applicable Individual Property and promptly take any and all actions necessary to bring its operations at such Individual Property into compliance with such applicable Legal Requirements (and shall fully comply with the requirements of such Legal Requirements that at any time are applicable to its operations at any Individual Property) provided, that such Borrower or Operating Lessee at its expense may, after prior notice to the Lender, contest by appropriate legal, administrative or other proceedings conducted in good faith and with due diligence, the validity or application, in whole or in part, of any such applicable Legal Requirements as long as (i) neither the applicable Collateral nor any part thereof or any interest therein, will be sold, forfeited or lost or subject to a continuing Lien if such Borrower or Operating Lessee pays the amount or satisfies the condition being contested, and such Borrower or Operating Lessee would have the opportunity to do so, in the event of such Borrower’s or Operating Lessee’s failure to prevail in the contest, (ii) Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability or criminal liability, and (iii) such Borrower or Operating Lessee shall have furnished to the Lender additional security in respect of the claim being contested or the loss or damage that may result from such Borrower’s or Operating Lessee’s failure to prevail in such contest in such amount as may be reasonably requested by Lender but in no event less than one hundred twenty-five percent (125%) of the amount of such claim. Each Borrower and Operating Lessee shall at all times maintain, preserve and protect, or cause the maintenance, preservation and protection of, all franchises and trade names and preserve or cause the preservation of all the remainder of its property necessary for the continued conduct of its business and keep the applicable Individual Properties, or cause the same to be kept, in good repair, working order and condition, except for reasonable wear and use, and from time to time make, or cause to be made, all necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Mortgages. Borrowers and Operating Lessee shall keep their Individual Properties insured at all times, as provided in the Mortgages.

  • Existence; Compliance with Legal Requirements Borrower shall, and shall cause Mortgage Borrower, Senior Mezzanine Borrower and Operating Company to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect their existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral, Operating Company and the Properties, including, without limitation, Prescribed Laws. There shall never be committed by Borrower and Borrower shall not permit Mortgage Borrower or Senior Mezzanine Borrower to permit any other Person in occupancy of or involved with the operation or use of the Properties, including Operating Company, to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, the Senior Mezzanine Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall, and shall cause Mortgage Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair. Borrower shall cause Mortgage Borrower to keep the Properties insured at all times as (and in the amounts) provided elsewhere in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of the O&M Agreement in accordance with the terms and provisions thereof in all material respects. After prior notice to Lender, Borrower, at its own expense, may contest (or cause Mortgage Borrower to contest) by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any applicable material instrument to which Borrower, Senior Mezzanine Borrower or Mortgage Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Legal Requirements; (iii) none of the Collateral, the Senior Mezzanine Collateral or any Individual Property nor any material part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon receipt of a final, non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any such Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Mezzanine Borrower, Mortgage Borrower, the Collateral, the Senior Mezzanine Collateral and any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Collateral, the Senior Mezzanine Collateral or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

  • Compliance with Laws; Permits Parent and each of its Subsidiaries are in compliance with and are not in default under or in violation of any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1, 2013, neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all Governmental Entities, and all rights under any Parent Specified Contract with all Governmental Entities, and have filed all tariffs, reports, notices, and other documents with all Governmental Entities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as presently conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent is, and each of its Subsidiaries is, in compliance with the terms and requirements of such Parent Permits, except where the failure to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

  • 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.

  • Policy Compliance Violations The Requester and Approved Users acknowledge that the NIH may terminate the DAR, including this Agreement and immediately revoke or suspend access to all controlled-access datasets subject to the NIH GDS Policy at any time if the Requester is found to be no longer in agreement with the principles outlined in the NIH GDS Policy, the terms described in this Agreement, or the Genomic Data User Code of Conduct. The Requester and PI agree to notify the NIH of any violations of the NIH GDS Policy, this Agreement, or the Genomic Data User Code of Conduct data within 24 hours of when the incident is identified. Repeated violations or unresponsiveness to NIH requests may result in further compliance measures affecting the Requester. The Requester and PI agree to notify the appropriate DAC(s) of any unauthorized data sharing, breaches of data security, or inadvertent data releases that may compromise data confidentiality within 24 hours of when the incident is identified. As permitted by law, notifications should include any known information regarding the incident and a general description of the activities or process in place to define and remediate the situation fully. Within 3 business days of the DAC notification(s), the Requester agrees to submit to the DAC(s) a detailed written report including the date and nature of the event, actions taken or to be taken to remediate the issue(s), and plans or processes developed to prevent further problems, including specific information on timelines anticipated for action. The Requester agrees to provide documentation verifying that the remediation plans have been implemented. Repeated violations or unresponsiveness to NIH requests may result in further compliance measures affecting the Requester. NIH, or another entity designated by NIH may, as permitted by law, also investigate any data security incident or policy violation. Approved Users and their associates agree to support such investigations and provide information, within the limits of applicable local, state, tribal, and federal laws and regulations. In addition, Requester and Approved Users agree to work with the NIH to assure that plans and procedures that are developed to address identified problems are mutually acceptable and consistent with applicable law.

  • 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.

  • Compliance with Law and Government Regulations The Company is in compliance with, and is not in violation of, applicable federal, state, local or foreign statutes, laws and regulations (including without limitation, any applicable environmental, building, zoning or other law, ordinance or regulation) affecting the Company or its properties or the operation of its business. The Company is not subject to any order, decree, judgment or other sanction of any court, administrative agency or other tribunal.

  • Compliance with Illinois Privacy Laws In performing its obligations under the Agreement, the Provider shall comply with all Illinois laws and regulations pertaining to student data privacy, confidentiality, and maintenance, including but not limited to the Illinois School Student Records Act ("ISSRA"), 105 ILCS 10/, Mental Health and Developmental Disabilities Confidentiality Act ("MHDDCA"), 740 ILCS 110/, Student Online Personal Protection Act ("SOPPA"), 105 ILCS 85/, Identity Protection Act ("IPA"), 5 ILCS 179/, and Personal Information Protection Act ("PIPA"), 815 ILCS 530/, and Local Records Act (“LRA”), 50 ILCS 205/.

  • Existence; Compliance with Law Each Group Member (a) is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing (if applicable) under the laws of each jurisdiction where the failure to be so qualified or in good standing could reasonably be expected to have a Material Adverse Effect and (d) is in material compliance with all Requirements of Law except in such instances in which (i) such Requirement of Law is being contested in good faith by appropriate proceedings diligently conducted and the prosecution of such contest would not reasonably be expected to result in a Material Adverse Effect, or (ii) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

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