Operations in Conformity with Law. The Group Companies are, and since the Lookback Date have been, in compliance in all material respects with all applicable Laws, in all material respects, and no Group Company has received any written notice, or to the Knowledge of the Company, other notice from a Governmental Authority asserting any material violation of applicable Laws. Since the Lookback Date, none of the Group Companies have been subject to any material and adverse inspection, finding, investigation, penalty, assessment, audit, other recommendation, or other material compliance or enforcement action by a Governmental Authority.
Operations in Conformity with Law. Except as provided in the attached Schedule 7.5.9, Seller's operations, as presently conducted, are not in material violation of any law or regulation, including, without limitation, any applicable building code, zoning ordinance, law relating to the employment of labor (including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, age, pregnancy, disability and sex discrimination and the payment of social security and other taxes), regulation of the Federal Occupational Safety and Health Administration, or any law regarding protection of the environment or the use, storage or disposal of hazardous wastes. Seller does not know or have reason to know of any basis on which Seller's present operations when continued by Buyer would be held to violate any such law or regulation now in effect or scheduled to become effective. Schedule 7.5.9 contains a list of all notices from and related reports to government authorities within three years prior to the date hereof relating to the subject matter of this Section 7.5.9.
Operations in Conformity with Law. TBW's operations, as presently conducted, are not in material violation of any law or regulation, including, without limitation, any applicable building code, zoning ordinance, law relating to the employment of labor (including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, age, pregnancy, disability and sex discrimination and the payment of social security and other taxes), regulation of the Federal Occupational Safety and Health Administration, or any law regarding protection of the environment or the use, storage or disposal of hazardous wastes. Neither the warranties and representations made by TBW in this Agreement and the Other TBW Instruments, nor the financial statements furnished by TBW, nor any certificate or memorandum furnished or to be furnished by TBW, or on its behalf, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements herein or therein not misleading. All representations and warranties of TBW shall be true on and as of the Closing Date with substantially the same effect as if made on and as of such date.
Operations in Conformity with Law. (a) Since January 1, 2013, each Company Entity and each Subsidiary of a Company Entity has been, and currently is, in compliance with all applicable Laws, except where the failure to be in compliance would not reasonably be expected to have a material and adverse impact on the Company Entities and the Subsidiaries of the Company Entities, taken as a whole.
(b) All Permits required for such Company Entity and its Subsidiaries to conduct their business have been obtained and are valid and in full force and effect, except where the failure to obtain such Permits would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. There is no suspension, cancellation, termination or modification of any such Permit pending or, to the Knowledge of the Company Entities, threatened.
(c) Notwithstanding the foregoing, the representations and warranties in Section 4.13(a) do not apply to matters covered by Sections 4.8 (Employee Benefit Matters), 4.9 (Intellectual Property), 4.10 (Privacy and Data Security) 4.14 (Taxes), and 4.15 (Employee Matters).
Operations in Conformity with Law etc. The operations of the Company, its Subsidiaries and the Restricted Affiliates as now conducted or proposed to be conducted are not in violation of, nor is the Company, its Subsidiaries or the Restricted Affiliates in default under any Legal Requirement presently in effect, except for such violations and defaults as do not and will not, in the aggregate, result, or be reasonably likely to result, in any Material Adverse Change. The Company, its Subsidiaries and the Restricted Affiliates have received no notice of any such violation or default and have no knowledge of any basis on which the operations of the Company, its Subsidiaries or the Restricted Affiliates, as now conducted and as currently proposed to be conducted after the date hereof, would be held so as to violate or to give rise to any such violation or default.
Operations in Conformity with Law. (a) The Company and its Subsidiaries are, and have been since January 1, 2010, in compliance in all material respects with all applicable Laws and Permits, and neither the Company nor any of its Subsidiaries has received any notice asserting a failure to comply in any material respect with any applicable Laws or Permits.
(b) All Permits required for the Company and its Subsidiaries to conduct their business have been obtained and are valid and in full force and effect, except as would not, individually or in the aggregate, be material to the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, the Company is in compliance with any and all licensing requirements necessary for the operation of its REO business as presently conducted. None of the Company or any of its Subsidiaries is, or is required by the nature of its business to be, an approved Seller/Servicer of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation. The Company or its applicable Subsidiary is a certified federal contractor approved to do business with each of the federal Governmental Entities that is a customer or client of the Company or any of its Subsidiaries, in each case where the Company or its applicable subsidiary is required under applicable Law or Contract to be so certified.
(c) The Company and each of its Subsidiaries has filed (or furnished, as applicable) all reports, forms, correspondence, registrations and statements, together with any amendments required to be made with respect thereto (“Reports”), that they were required to file (or furnish, as applicable) since January 1, 2010 with any Governmental Entity, and have paid all fees and assessments due and payable in connection therewith, except where the failure to file (or furnish, as applicable) such Report or to pay such fees and assessments, would not reasonably be expected to be, individually or in the aggregate, material to the Company or any of its Subsidiaries. All Reports complied in all material respects with relevant legal requirements, including as to content. There are no unresolved written violations issued by any Governmental Entity with respect to any Report relating to any examinations of the Company or any of its Subsidiaries, except where any such violations would not reasonably be expected to be, individually or in the aggregate, material to the Company or any of its Subsidiaries. The Company has provided to Purchaser prior to the date h...
Operations in Conformity with Law. Permits.
(1) Except as set forth on Schedule 3.10(1), the Company is not in violation of, and has not since January 1, 2001 violated, and, to the knowledge of the Principal Sellers, is not under investigation with respect to, and has not been threatened to be charged with or given notice of any violation of, any law, statute, standard, ordinance, code, order, rule, regulation, judgment or decree, whether heretofore or now in effect, except for such violations and defaults as have not had and would not reasonably be expected to have a Material Adverse Effect.
(2) Schedule 3.10(2) sets forth a true, complete and correct list of each governmental license, authorization, permit, consent and approval affecting, or relating in any way to, the Assets or the Business (the "Permits"). The Permits constitute all of the governmental licenses, authorizations, permits, consents and approvals necessary in connection with the operations of the Company. Each Permit is valid and in full force and effect and the Company is not in material default under, or in material breach or violation of, nor has an event occurred that (with or without notice, lapse of time or both) would constitute a material default by the Company under, any Permit.
Operations in Conformity with Law. Except as set forth in ------------------------------------- Schedule 5.13, the operations of Company, as conducted now or at any time during -------------- the past three (3) years, were not and are not in violation of, nor is Company in default under, any Legal Requirement or Insurance Law, whether heretofore or now in effect or, to the knowledge of Company and Shareholder, currently proposed to be in effect, where any such violation or default could have a Material Adverse Effect on Company. Neither Company nor any Shareholder is aware of any basis on which the operations of Company, when conducted as currently proposed to be conducted after the Effective Date, would be held so to violate or to give rise to any such default.
Operations in Conformity with Law etc. Neither CCI nor any of its Subsidiaries has been or is in violation of, or in default under, any law, rule, regulation, order, judgment or decree relating in any manner or applicable to the business or assets of CCI or any of its Subsidiaries or any of their respective employees, except for such violations or defaults that in the aggregate would not have a CCI Material Adverse Effect. Neither CCI or any of its Subsidiaries, nor, to the knowledge of CCI or any of its Subsidiaries, any of their respective 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 CCI or any of its Subsidiaries (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 Canadian or United States Federal, provincial, state or local, or foreign public office (collectively, a "Restricted Activity") that (i) would subject CCI or any of its Subsidiaries to any damage or penalty in any civil, criminal or governmental litigation or proceeding that would have, in the aggregate, a CCI Material Adverse Effect, (ii) if such Restricted Activity had occurred after the Closing Date, would subject Noble to any damage or penalty in any civil, criminal or governmental litigation or proceeding that would have, in the aggregate, a CCI Material Adverse Effect, or (iii) if such Restricted Activities were to cease as of the date hereof, such cessation would have a CCI Material Adverse Effect.
Operations in Conformity with Law etc. Except as set forth in Exhibit 7.6, the operations of the Company and its Subsidiaries as now conducted are not in violation of, nor is the Company or its Subsidiaries in default under, any Legal Requirement presently in effect, except for such violations and defaults as do not and will not, in the aggregate, result, or create a material risk of resulting, in any Material Adverse Change. The Company has not received written notice of any such violation or default and has no knowledge of any basis on which the operations of the Company or its Subsidiaries, as now conducted and as currently proposed to be conducted after the date hereof, would be held so as to violate or to give rise to any such violation or default, except where such violation or default would not be reasonably likely to result in a Material Adverse Change.
