No Material Compliance Violation Sample Clauses

No Material Compliance Violation. After publication of this Offer Document and prior to expiry of the Acceptance Period, no criminal offence or administrative offence (Ordnungswidrigkeiten), be it an offense under German criminal or administrative law or other applicable laws, in particular bribery offenses and corruption, embezzlement, anti-trust violations or money laundering, by a member of the governing body or an officer of AKASOL or a subsidiary of AKASOL while any of these persons was operating in their official capacity at AKASOL or a subsidiary of AKASOL, is known to have occurred, provided that any such infringement or criminal or administrative offense (i) constitutes inside information for AKASOL pursuant to Article 7 of the Market Abuse Regulation or (ii) has constituted inside information prior to its publication (“Material Compliance Violation”). Whether during the Acceptance Period a Material Compliance Violation has occurred shall be determined exclusively by the Independent Expert as set out in Section 12.2. If (i) the Independent Expert confirms that a Material Compliance Violation has occurred during the Acceptance Period, (ii) the expert opinion of the Independent Expert has been received by the Bidder prior to the expiry of the Acceptance Period, and (iii) the Bidder at the latest until the date of the publication pursuant to Section 23 para. 1 sentence 1 number 2 WpÜG has published the receipt and result of the expert opinion of the Independent Expert, the Closing Condition as set out in this Section 12.1.9 shall be deemed not fulfilled. In all other cases, the Closing Condition as set out in this Section 12.1.9 shall be deemed fulfilled.
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No Material Compliance Violation. As of the expiration of the Acceptance Period, no criminal offense or material administrative offense (Ordnungswidrigkeit) relating to applicable corruption, embezzlement, anti-bribery, money-laundering or cartel Laws or Healthcare Laws relating to data integrity by any Group Company or a member of a governing body or officer of any Group Company, while any such person was operating in their official capacity at or on behalf of such Group Company, shall have occurred, provided that any such offense constitutes or would constitute inside information for the Company pursuant to Art. 7 EU Market Abuse Regulation or has constituted inside information prior to its publication (“Material Compliance Violation”).
Sample 1
No Material Compliance Violation. Between the publication of the Offer Document and the expiration of the Acceptance Period, no criminal or administrative offense (Ordnungswidrigkeit) (including any concrete reason of suspicion) by Alpine or a Subsidiary of Alpine, a member of a corporate body of Alpine or a Subsidiary of Alpine while any such person was operating in their official capacity at, or on behalf of, Alpine or a Subsidiary of Alpine under any applicable administrative or criminal laws in the United States, Germany or any other jurisdiction whose laws apply to operations of Alpine or a Subsidiary of Alpine relating to bribery offenses and corruption or to any violation of any export sanctions administered or enforced by the United Nations Security Council, the European Union, shall be known to have occurred, in each case if any such occurrence constitutes or would constitute inside information for Alpine pursuant to Article 7 of the MAR or has constituted inside information prior to its publication (each a “Material Compliance Violation”);
Sample 1

Related to No Material Compliance Violation

  • No Material Noncompliance Except as disclosed in the Prospectus, no material noncompliance with the applicable servicing criteria with respect to securitizations of residential mortgage loans involving the Servicer as a servicer has been disclosed or reported by the Servicer within the past three (3) years.

  • No Material Defaults Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

  • No Material Default To the Seller's knowledge, there exists no material default, breach, violation or event of acceleration (and no event which, with the passage of time or the giving of notice, or both, would constitute any of the foregoing) under the documents evidencing or securing the Mortgage Loan, in any such case to the extent the same materially and adversely affects the value of the Mortgage Loan and the related Mortgaged Property; provided, however, that this representation and warranty does not address or otherwise cover any default, breach, violation or event of acceleration that specifically pertains to any matter otherwise covered by any other representation and warranty made by the Seller elsewhere in this Exhibit 2 or the exceptions listed in Schedule A attached hereto.

  • Non-Violation To the Transferee’s Knowledge, execution or delivery of this Agreement (or completion of the transactions hereunder) by the Transferee will not : (a) violate any laws applicable to the Transferee; or (b) violate any of the Transferee’s organizational documents or resolutions of the board of directors or shareholders’ meetings.

  • Legal Compliance; Permits To the Seller’s Knowledge, currently and since December 31, 2002, each Acquired Company has complied and is in compliance with all applicable Laws of all Governmental Authorities. Neither Seller nor any Acquired Company has received any written notice of or has been charged with the violation of any material Laws applicable to the Acquired Company Assets. To the Seller’s Knowledge, the Acquired Companies currently have all material Permits that are necessary to operate the Acquired Company Assets and the operations related thereto in the Ordinary Course of Business, all such Permits are in full force and effect, and no Acquired Company is in material default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a material default or violation) of any term, condition or provision of any such Permits. Notwithstanding the previous sentences, the Seller makes no representations or warranties in this Section 4(e) with respect to Taxes or Environmental Laws, for which the sole representations and warranties of the Seller are set forth in Sections 4(f) and 4(i), respectively.

  • No Defaults; Violations No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in violation of any term or provision of its Certificate of Incorporation or Bylaws or in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

  • Compliance; Permits 10 2.7 SEC Filings; Financial Statements..................................................................11 2.8

  • Covenant Compliance the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 10.1 through Section 10.9, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

  • FCPA Compliance The Company has not and, to the best of the Company’s knowledge, none of its employees or agents at any time during the last five years have (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation of law, or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

  • HIPAA Compliance To the extent that and for so long as a Loan Party is a “covered entity” within the meaning of HIPAA, such Loan Party (i) has undertaken or will promptly undertake all applicable surveys, audits, inventories, reviews, analyses and/or assessments (including any required risk assessments) of all areas of its business and operations required by HIPAA; (ii) has developed or will promptly develop a detailed plan and time line for becoming HIPAA Compliant (a “HIPAA Compliance Plan”); and (iii) has implemented or will implement those provisions of such HIPAA Compliance Plan in all material respects necessary to ensure that such Loan Party is or becomes HIPAA Compliant.

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