Operations Conducted Lawfully Sample Clauses

Operations Conducted Lawfully. Contractor has conducted, and at all times during Term will conduct, its business in compliance with all Applicable Laws including with the provisions of O.C.G.A. Title 21, as amended and the State of Georgia Election Board and Secretary of State Rules contained in Sections 183 and Sections 590 of the Georgia Administrative Code respectively. Contractor has not been charged with, nor is Contractor in receipt of any notice or warning of, or to the knowledge of Contractor, under investigation with respect to, any failure or alleged failure to comply with any provision of any Applicable Law with respect to its business, the Solution, or the Services to be provided pursuant to this Agreement. Contractor has all licenses, permits, approvals, authorizations, registrations, certificates, variances or similar rights issued by any governmental authority required with respect to the operation of its business and the delivery of the Solution and the Services. All such permits are in full force and effect and Contractor is in compliance with the same.
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Operations Conducted Lawfully. The Seller has operated and conducted the Business, in compliance in all material respects with all Applicable Laws. No Seller Party has been charged with, nor is any Seller Party in receipt of any notice or warning of, or to the Knowledge of Seller, under investigation with respect to, any failure or alleged failure to comply with any provision of any Applicable Law with respect to the Business or the Purchased Assets. Without limiting the foregoing, no Seller Party nor, to the Knowledge of Seller, any of their Affiliates, has made any bribe, rebate, payoff, influence payment, kickback or other payment unlawful under any Applicable Law. The Seller has all licenses, permits, approvals, authorizations, registrations, certificates, variances or similar rights issued by any Governmental Authority (“Permits”) required with respect to the Business and the Purchased Assets, and all such permits are listed on Schedule 1.1(e). All of the Permits are in full force and effect, and the Seller is in compliance in all material respects with the applicable Permits.
Operations Conducted Lawfully. Except as set forth on Schedule 5.15, for the three (3) years preceding the Closing Date, the Company has, to its knowledge, conducted its operations in accordance with applicable federal, state and local laws, statutes, rules, administrative regulations and ordinances except for infractions and violations that individually or in the aggregate would not have a Material Adverse Effect, and the Company has not received any written notice to the contrary. Any matter disclosed on Schedule 5.15 has, to the Company's knowledge, been resolved to the satisfaction of the Governmental Entity having jurisdiction of the matter, or if not, is so noted on Schedule 5.15.
Operations Conducted Lawfully. To the knowledge of such Seller, for the three (3) years preceding the date of this Agreement, except for the matters described in Section 2.7, the Company and its Subsidiary have conducted their operations in accordance with applicable federal, state and local laws, statutes, rules, administrative regulations and ordinances except for infractions and violations that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, and neither the Company nor its Subsidiary has received any written notice to the contrary.
Operations Conducted Lawfully. No Management Party has been charged with, or is in receipt of any notice or warning of, or to the Knowledge of the Management Parties, under investigation with respect to, any failure or alleged failure to comply with any provision of any Applicable Law with respect to the FVR Management Business or the Target Assets. Each Management Party has the licenses, permits, approvals, authorizations, registrations, certificates, variances or similar rights issued by any Governmental Authority (“Permits”) required with respect to the aspects of the FVR Management Business operated thereby and the ownership of the Target Assets, and all such Permits are listed on Schedule 3.10 of the Disclosure Schedules. All of the Permits are in full force and effect, and the Management Parties are in compliance with the Permits, except as would not, individually or in the aggregate, have a Material Adverse Effect on Operations.
Operations Conducted Lawfully. 14 5.16 Permits .................................................15 5.17
Operations Conducted Lawfully. Excluding matters covered within Section 4.3(j), neither Pioneer nor any Member has received any written notice that Pioneer is in violation of any Applicable Law applicable to Pioneer, and to the knowledge of any Member or Frontier, Pioneer is not under investigation by a Governmental Authority with respect to any failure or alleged failure to comply with any provision of Applicable Law applicable to Pioneer. To each Member's or Frontier's knowledge, (i) Pioneer has all state-required licenses, permits, authorizations and certifications required by any Governmental Authority having appropriate jurisdiction ("Permits") required to conduct existing logging and timbering operations, including, where required, timber harvesting plans filed with the applicable state; (ii) all of the Permits are in full force and effect; and (iii) Pioneer is in compliance in all material respects with its Permits; except where the failure to obtain, maintain or comply with such Permit would not have a material adverse effect on Pioneer's ability to conduct its post-Closing Timberland business in substantially the same manner as conducted prior to the Closing.
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Operations Conducted Lawfully. Except as set forth on Schedule 5.15, to the knowledge of each Seller and the Agro Seller, for the three (3) years preceding the Closing Date, the AFA Group and Agro have conducted their respective operations in accordance with applicable federal, state and local laws, statutes, rules, administrative regulations and ordinances except for infractions and violations that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, and none of the corporations comprising the AFA Group or Agro has received any written notice to the contrary. Any infractions and violations disclosed on Schedule 5.15 has, to such Seller's knowledge or the Agro Seller's knowledge, been resolved to the satisfaction of the Governmental Authority having jurisdiction of the matter, or if not, is so noted on Schedule 5.15. Each of the corporations comprising the AFA Group and Agro has operated from its inception, and will continue to operate through the Closing, legally and in compliance in all material respects with all conditions and requirements of all applicable zoning laws and permits.

Related to Operations Conducted Lawfully

  • Business Conducted Borrower shall continue in the business currently conducted by it using its best efforts to maintain its customers and goodwill. Borrower shall not engage, directly or indirectly, in any line of business substantially different from the business conducted by it immediately before the Closing Date, or engage in business or lines of business which are not reasonably related thereto.

  • Business Conduct Merger Sub was formed on December 3, 2020. Since its inception, Merger Sub has not engaged in any activity, other than such actions in connection with (a) its organization and (b) the preparation, negotiation and execution of this Agreement and the Transactions. Merger Sub has no operations, has not generated any revenues and has no liabilities other than those incurred in connection with the foregoing and in association with the Merger as provided in this Agreement.

  • Sanctions Concerns No Loan Party, nor any Subsidiary, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction.

  • TTOCs CONDUCTING UNION BUSINESS 1. Where a Teacher Teaching on Call (TTOC) is authorized by the local union or BCTF to conduct union business during the work week, the TTOC shall be paid by the employer according to the collective agreement. 2. Upon receipt, the union will reimburse the employer the salary and benefit costs associated with the time spent conducting union business. 3. Time spent conducting union business will not be considered a break in service with respect to payment on scale. 4. Time spent conducting union business will be recognized for the purpose of seniority and experience recognition up to a maximum of 40 days per school year.

  • COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS The Trust assumes full responsibility for its compliance with all securities, tax, commodities and other laws, rules and regulations applicable to it.

  • Sanctions Concerns and Anti Corruption Laws (a) No Loan Party, nor any Subsidiary, nor, to the knowledge of the Loan Parties, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction. (b) The Loan Parties and their Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bxxxxxx Xxx 0000 and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws and applicable Sanctions, and to the knowledge of the Borrower, the Loan Parties and their Subsidiaries are in compliance with such anti-corruption laws and applicable Sanctions in all material respects.

  • Company Policies and Procedures 7.1.1 The Company will ensure that Employees are able to readily access Company policies and procedures that apply to the Employees. 7.1.2 The Employees will observe and act in accordance with Company policies and procedures that apply to the Employees, as implemented and amended from time to time.

  • 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.

  • 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. (b) As used in this Agreement:

  • Compliance Policies and Procedures To assist the Fund in complying with Rule 38a-1 of the 1940 Act, BBH&Co. represents that it has adopted written policies and procedures reasonably designed to prevent violation of the federal securities laws in fulfilling its obligations under the Agreement and that it has in place a compliance program to monitor its compliance with those policies and procedures. BBH&Co will upon request provide the Fund with information about our compliance program as mutually agreed.

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