Permits and Compliance With Laws Generally Sample Clauses

Permits and Compliance With Laws Generally. 3.7.1 Except as disclosed on Schedule 3.7, Seller possesses and is in compliance with all Permits required to operate the Business as presently operated and to own, lease or otherwise hold the Acquired Assets under all applicable laws, rules, regulations, ordinances and codes, including Environmental Laws (as defined below), except to the extent that any failure to possess, or to comply with, any Permit, laws, rules, regulations or orders would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in Schedule 3.7, the Business is conducted by Seller in compliance with all applicable laws (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA"), zoning, building and similar laws and Environmental Laws), rules, regulations, ordinances, codes, judgments and orders, except for such failures to comply which do not individually or in the aggregate have a Material Adverse Effect. Except as disclosed on Schedule 3.7, all Permits of Seller relating to the operation of the Business are in full force and effect, other than those the failure of which to be in full force and effect would not individually or in the aggregate have a Material Adverse Effect. There are no proceedings pending or, to the Seller Parties' knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any such Permits presently possessed by Seller other than those revocations, cancellations, suspensions or modifications which do not individually or in the aggregate have a Material Adverse Effect.
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Permits and Compliance With Laws Generally. (a) Subject to such exceptions as would not in the aggregate have a Material Adverse Effect, (i) except as set forth on Part A of Schedule 2.9(a), the Companies possess and are in compliance with all Permits required to operate the Business as presently operated and to own, lease or otherwise hold the Acquired Assets under all applicable Laws and (ii) except as set forth on Part B of Schedule 2.9(a), to the best of Parent's and each Seller's knowledge, the Business is conducted by the Companies in compliance with, and the use, construction and operation of all Real Property constituting any part of the Acquired Assets conforms to, all applicable Laws (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA") and other similar Laws, and zoning, building and other similar Laws) and all restrictions and conditions affecting title. All material Permits of the Companies are in full force and effect. There are no proceedings pending or, to the best of Parent's and each Seller's knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any material Permits presently possessed by the Companies. Parent and Sellers are aware of no facts, conditions or circumstances reasonably likely to result in the revocation, cancellation, suspension, or adverse modification of any material Permit. Except as set forth on Part C of Schedule 2.9(a), all material Permits of the Companies are assignable to and at the Closing will be assigned to Buyer (or, in the case of Permits of the Seller Subsidiaries, will continue to be possessed by the Seller Subsidiaries upon the sale of the Subsidiary Shares to Buyer) and no approvals or consents are required for such assignment (or continued possession) and the sale of the Business or Acquired Assets hereunder will not result in a default under or termination of any such material Permit. (b) Except as set forth on Schedule 2.9(b), no outstanding notice, citation, summons or order has been issued, no outstanding complaint has been filed, no outstanding penalty has been assessed and no investigation or review is pending or, to the best of Parent's and each Seller's knowledge, threatened, by any Governmental Entity or other Person with respect to any alleged (i) violation by any Company relating to the Business or the Acquired Assets of any Law or (ii) failure by any Company to have any Permit required in connection with the conduct of the Business or otherwis...
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Permits and Compliance With Laws Generally. (a) Seller possesses and is in compliance with all Permits required to operate the Business and to use and own, lease or otherwise hold the Acquired Assets under all applicable Law, except where any Permit the failure to have and except for any noncompliance that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, all of which such Permits are listed on Schedule 1.1(b)(x) hereto. All such Permits of Seller relating to the operation of the Business and the use and ownership, leasing or otherwise holding of the Acquired Assets are in full force and effect, and there are no proceedings pending or, to Seller’s Knowledge, threatened that seek the revocation, cancellation, suspension or any adverse material modification of any such Permits presently possessed by Seller. On the Closing Date, the Permits in full force and effect which will be transferred to Purchaser will constitute all of the Permits required under applicable Law for Purchaser’s possession, ownership and use of the Acquired Assets and operation of the Business as currently conducted, except for such Permits the lack of which could not reasonably be expected to have a Material Adverse Effect. Seller conducts and has conducted the Business during the last three years in material compliance with all applicable Law, including all applicable environmental statutes, Laws, rules, regulations, ordinances, notices and orders of any Authority including those relating to Hazardous Substances (“Environmental Laws”).
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Permits and Compliance With Laws Generally. (a) AVE possesses and is in compliance with all Permits required to operate the Business as presently operated and to own, lease or otherwise hold the Acquired Assets under all applicable Laws, including Environmental Laws, except to the extent that any failure to possess, or to comply with, any Permits or Laws would not, individually or in the aggregate, have a Material Adverse Effect. The Business is conducted by AVE in compliance with all applicable Laws (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA"), zoning, building and similar laws and Environmental Laws), except for such failures to comply which do not individually or in the aggregate have a Material Adverse Effect. All Permits of AVE are in full force and effect, other than those the failure of which to be in full force and effect would not individually or in the aggregate have a Material Adverse Effect. There are no proceedings pending or, to the best of AVE's and Marisa Christina's knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any such Permits presently possessed by AVE other than those revocations, cancellations, suspensions or modifications which do not individually or in the aggregate have a Material Adverse Effect.
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Permits and Compliance With Laws Generally. (a) Except as may be otherwise disclosed on Schedule 2.7, the Corporations, the Corporations' employees in such employees' individual capacity and the Corporations' agents, as applicable, possess and are in compliance in all material respects with all permits, licenses or other governmental requirements required to operate, own, lease or otherwise hold the Corporation Assets and conduct the Business under all applicable laws, rules, and regulations, except for any failure to possess any permits that would not, individually or in the aggregate, have a Material Adverse Effect. Except as may be otherwise disclosed on Schedule 2.7, the Corporations, the Corporations' employees in such employees' individual capacity and the Corporations' agents, as applicable, have operated their facilities, have conducted their business and are now doing so in material compliance with all applicable laws (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA"), zoning, building and similar laws), rules, regulations, ordinances, codes, judgments and orders. All material permits possessed by the Corporations, the Corporations' employees in such employees' individual capacity and the Corporations' agents (other than Environmental Permits set forth on Schedule 2.8(a)) are listed on Schedule 2.7 hereto (collectively, the "Permits"). All of the Permits are in full force and effect and there are no proceedings pending or, to Targets' knowledge (without inquiry), threatened that seek the revocation, cancellation, suspension or any adverse modification of such Permits. Each Corporation, its employees in such employees' individual capacity and its agents, as applicable, have made timely application for renewals of all Permits that will expire, or otherwise require application for renewal to be made, prior to January 1, 1998.
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Permits and Compliance With Laws Generally. 22 2.8. Environmental Matters........................................................................ 22 2.9. Consents..................................................................................... 24 2.10. Title; All Assets............................................................................ 24 2.11. Real Estate.................................................................................. 24 2.12. Taxes........................................................................................ 26 2.13. Intellectual Property Rights................................................................. 26 2.14. Inventory.................................................................................... 29 2.15. Accounts Receivable; Prepaid Expenses........................................................ 29 2.16. Labor Relations.............................................................................. 29 2.17.
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Permits and Compliance With Laws Generally. (a) Except as may be otherwise disclosed on Schedule 2.7, Seller possesses and is in compliance in all material respects with all permits, licenses or other governmental requirements required to operate, own, lease or otherwise hold the Acquired Assets and conduct the Business under all applicable laws, rules, and regulations, except for any failure to possess any permits that would not, individually or in the aggregate, have a Material Adverse Effect. Except as may be otherwise disclosed on Schedule 2.7, Seller has operated its facilities, has conducted its business and is now doing so in material compliance with all applicable laws (including, without limitation, applicable health care laws, rules and regulations, including those relating to the payment or receipt of illegal remuneration, including 42 U.S.C. Section 1320a-7b(b) (the Medicare/Medicaid anti-kickback statute), 42 U.S.C. 1395nn (the Starx Xxxtute), 42 U.S.C. Section 1320a-7a, 42 U.S.C. Section 1320a-7b(a), 42 U.S.C. Section 1320a-7b(c) and any applicable state laws governing kickbacks and matters similar to such federal statutes, the Occupational Safety and Health Act and the rules and regulations thereunder, zoning, building and similar laws), rules, regulations, ordinances, codes, judgments and orders. All material permits possessed by Seller (other than Environmental Permits) are listed on Schedule 2.7 hereto (collectively, the "Permits"). All of the Permits are in full force and effect and there are no proceedings pending or, to Seller's knowledge (without inquiry), threatened that seek the revocation, cancellation, suspension or any adverse modification of such Permits. Seller has made timely application for renewals of all Permits that will expire, or otherwise require application for renewal to be made, prior to November 15, 1998.
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Related to Permits and Compliance With Laws Generally

  • Compliance with Laws Generally The Borrower and each Subsidiary is in compliance in all material respects with all Requirements of Law applicable to it, its operations and its properties.

  • COMPLIANCE WITH LAWS IN GENERAL Company, Shareholders and Company's licensed professional employees, and the conduct of the Business and use of the Assets, have complied with all applicable laws, rules, regulations and licensing requirements, including, without limitation, the Federal Environmental Protection Act, the Occupational Safety and Health Act, the Americans with Disabilities Act and any environmental laws and medical waste laws, and there exist no violations by Company, any Shareholder or any licensed professional employee of Company of any Federal, state or local law or regulation. Company and Shareholders have not received any notice of a violation of any Federal, state and local laws, regulations and ordinances relating to the operations of the Business and Assets and no notice of any pending inspection or violation of any such law, regulation or ordinance has been received by Company.

  • Use and Compliance With Laws 8 6. TENANT IMPROVEMENTS & ALTERATIONS.................................. 11 7.

  • Compliance with Laws, Etc Comply, and cause each of its Subsidiaries to comply with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

  • Compliance with Laws and Policies Employee agrees that he will at all times comply with all applicable laws and all current and future lawful policies of the Company, not inconsistent with the intent of this agreement.

  • Compliance with Laws; Permits The Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation would materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement or the issuance of the Shares or the Preferred Shares, except such as have been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing, as will be filed in a timely manner. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could materially and adversely affect the business, assets, properties or financial condition of the Company and believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted.

  • Compliance with Laws; Licenses (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m).

  • Compliance with Laws; Use The Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity whether in effect now or later, including the Americans with Disabilities Act (“Law(s)”), regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises. In addition, Tenant shall, at its sole cost and expense, promptly comply with any Laws that relate to the “Base Building” (defined below), but only to the extent such obligations are triggered by Tenant’s use of the Premises, other than for general office use, or Alterations or improvements in the Premises performed or requested by Tenant. “

  • Compliance with Laws Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • General Compliance With Laws 20 12. Termination ............................................................. 21 13.

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