Licenses and Compliance. If the Authorized Participant is offering or selling Shares of any Fund of the Trust in the several states, territories and possessions of the United States, it hereby represents and warrants that it (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”); (ii) is qualified to act as a broker or dealer in the states or other jurisdictions where it transacts business with respect to this Agreement; and (iii) is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”), and agrees that it will maintain such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant agrees to comply in all material respects with all applicable U.S. federal securities laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder and to comply in all material respects with the Constitution, By-Laws and Conduct Rules of the FINRA (together with the NASD Conduct Rules, as applicable, collectively “FINRA Rules”) to the extent such law, rules and regulations relate to the Authorized Participant’s obligations under this Agreement, and to the offer, sale, promotion, creation and redemption of the Shares and related transactions in, and activities with respect to, the Shares in connection with its obligations under this Agreement. The Authorized Participant further represents and warrants that it will not offer or sell or promote Shares of any Fund of the Trust in any state or jurisdiction where they may not lawfully be offered and/or sold.
Licenses and Compliance. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect:
(a) The Company and each of its Subsidiaries has obtained and is in compliance with all Licenses necessary to conduct their respective business as presently conducted. All Company Material Licenses are in full force and effect and are not subject to unusual conditions. The Company has made available to Parent prior to the date hereof true, complete and accurate copies of all Company Material Licenses.
(b) No Company Material License will be varied, suspended, revoked or cease to be effective as a result of the Transactions.
(c) As of the date of this Agreement, to the Knowledge of the Company, there is no fact or circumstance that is reasonably expected to cause any Company Material License to be revoked, suspended, subject to a variation during its current term, or not to be renewed on terms which are no less advantageous to the Company or its relevant Subsidiary than the current terms of such Company Material License, and each action necessary to be undertaken by the Company and its Subsidiaries for the renewal or extension of each Company Material License due to expire in the period within three months from the date of this Agreement has been duly taken.
(d) As of the date hereof, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has (i) made any application for a Company Material License that has not been issued, granted or given (for whatever reason) or (ii) withdrawn any such application (for whatever reason).
(e) To the Knowledge of the Company, where required to do so under Applicable Gaming Law or by any Gaming Regulatory Authority in writing, all relevant directors, officers, managers, employees, partners, and contractors of the Company and its Subsidiaries have obtained and hold personal management Licenses (or local equivalent License) and those Licenses are in full force and effect.
(f) To the Knowledge of the Company, all matters which are required to be notified to the relevant Gaming Regulatory Authority in accordance with the terms and conditions of the applicable Company Material License have been so notified.
(g) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any of their respective employees, officers, directors or other personnel, has, in the past two years done or omitted to do anything that has or would reasonably be expected to result in a material breach of the Applicab...
Licenses and Compliance. The Company and each of its directors, ----------------------- officers and gaming managers possess all licenses (including gaming licenses issued by the Mississippi Gaming Commission), permits, authorizations, approvals, findings of suitability, franchise and orders ("Company Permits") of any governmental or regulatory authority which are necessary for the Company to engage in the business of owning and operating the casino facilities and the businesses and operations owned and operated by the Company, each of which is in full force and effect in all material respects, except such permits, licenses, variances, exemptions, orders and approvals which the failure to hold, individually or in the aggregate, is not having and could not reasonably be expected to have a Material Adverse Effect. The Company is in compliance with the terms of the Company Permits and all other Federal, state, local or foreign statutes, rules, regulations, findings of suitability, license, registration or other authorization, including any condition or limitation thereon (including any Federal, foreign or state laws relating to currency transactions), except failures to so comply which, individually or in the aggregate, are not having and could not reasonably be expected to have a Material Adverse Effect. No event has occurred which permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension or termination of any Company Permit that currently is in effect the loss of which either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. The Company and each of its respective directors, officers and gaming managers are in compliance with the terms of the Company Permits, except for such failures to comply, which singly or in the aggregate, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No investigation or review by any governmental entity with respect to the Company is pending or, to the best knowledge of the Seller, threatened, nor has any governmental entity indicated an intention to conduct the same, other than those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in this Section 4.32, to the best knowledge of the Seller, neither the Company nor any director, officer of gaming manager of the Company has received any written cl...
Licenses and Compliance. Applicant will procure promptly any necessary licenses for the services performed or the import, export or shipping of property shipped under or pursuant or in connection with the Credit, and will comply with all foreign and domestic laws, rules and regulations now or hereafter applicable to the transaction related to the Credit or applicable to the execution, delivery and performance by Applicant of the Agreement. Applicant further agrees to furnish to NationsBank such evidence in respect of the above as NationsBank may at any time require.
Licenses and Compliance. All licenses, permits and approvals required under current ownership for the operation of the Projects as nursing homes and personal care facilities under applicable law have been issued and are in good standing, including, without limitation,(i) Nursing Home Licenses issued by State Agencies; and (ii) Personal Care Facilities Licenses issued by State Agencies, which are currently in full force and effect.
Licenses and Compliance. The Company and each of its Subsidiaries and each of their respective directors, officers, gaming managers and other key employees possess all licenses (including gaming licenses issued pursuant to the Mississippi Authorities, the Louisiana Authorities and the Argentina Authorities), permits, authorizations, approvals, findings of suitability, franchises, and orders ("Company -11- Permits") of any Governmental or Regulatory Authority which are necessary for the Company to engage in the business of owning and operating the casino facilities and the businesses and operations owned and operated by the Company and such Subsidiary, each of which is in full force and effect in all material respects, except such permits, licenses, variances, exemptions, orders and approvals which the failure to hold, individually or in the aggregate, is not having and could not reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Subsidiaries are in compliance with the terms of the Company Permits, and all other Federal, state, local or foreign statutes, rules, regulations, findings of suitability, license, registration or other authorization, including any condition or limitation thereon (including any Federal, foreign or state laws relating to currency transactions), except failures to so comply which, individually or in the aggregate, are not having and could not reasonably be expected to have a Material Adverse Effect on the Company. Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, the Company and any of its Subsidiaries are not in violation of or default under any law, regulation or order of any Governmental or Regulatory Authority, except for such violations or defaults which, individually or in the aggregate, do not and could not reasonably be expected to have a Material Adverse Effect on the Company. To the best knowledge of the Company, no event has occurred which permits, or upon the giving of notice or passage of time or both would permit, revocation, non-renewal, modification, suspension or termination of any Company Permit that currently is in effect the loss of which either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company. As used in this Agreement, "best knowledge of the Company" shall mean the actual knowledge of Xxxxxx Xxxxxxxx, Xxxxx X. Xxxxx, Xxx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxxxxx, Xxxxxxx ...
Licenses and Compliance. Applicant will procure promptly any necessary expenses for the services performed or the import, export or shipping of property shipped under or pursuant to or in connection with the Credit, and will comply with all foreign and domestic laws, rules and regulations now or hereafter applicable to the transaction related to the Credit or applicable to the execution, delivery and performance by Applicant of the Agreement. Applicant further agrees to furnish to NationsBank such evidence in respect of the above as NationsBank may at any time require.
Licenses and Compliance. 11 - reasonably expected to disqualify it or them from licensing under the Company Gaming Laws, except such revocations, suspensions or disqualifications as could not be reasonably expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries has suffered a suspension or revocation of any material license held under the Company Gaming Laws.
Licenses and Compliance. 17 ARTICLE 7 FINANCIAL REPORTING Section 7.1 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 7.2 Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 7.3
Licenses and Compliance. Applicant will procure promptly any necessary licenses for the services performed or the import, export or shipping of property shipped under or pursuant to or in connection with the Credit, and will comply with all foreign and domestic laws, rules and regulations now or hereafter applicable to the transaction related to the Credit or applicable to the execution, delivery and performance by Applicant of the Agreement. Applicant further agrees to furnish to Banc of America such evidence in respect of the above as Banc of America may at any time require.
