Regulatory Covenants. (a) Credit Parties shall have, and shall ensure that it and each of its Subsidiaries has, each material Permit and other material rights from, and have made all material declarations and filings with, all applicable Governmental Authorities, all self-regulatory authorities and all courts and other tribunals necessary to engage in all material respects in the ownership, management and operation of the business or the assets of any Credit Party and Credit Parties shall take such reasonable actions to ensure that no Governmental Authority has taken action to limit, suspend or revoke any such Permit. Credit Parties shall ensure that all such Permits are valid and in full force and effect and Credit Parties are in material compliance with the terms and conditions of all such Permits.
(b) Credit Parties will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the use or operation of Credit Parties ; business and assets, all Permits necessary under Healthcare Laws to carry on the business of Credit Parties as it is conducted on the Closing Date, except where failure to do so would not reasonably be expected to have a Material Adverse Effect.
(c) In connection with the development, testing, manufacture, marketing or sale of each and any material Product by any Credit Party, each Credit Party shall have obtained and comply in all material respects with all material Regulatory Required Permits at all times issued or required to be issued by any Governmental Authority, specifically including the FDA, with respect to such development, testing, manufacture, marketing or sales of such Product by such Credit Party as such activities are at any such time being conducted by such Credit Party.
(d) Except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect, Credit Parties will timely file or caused to be timely filed (after giving effect to any extension duly obtained), all material notifications, reports, submissions, Permit renewals and reports required by Healthcare Laws (which reports will be materially accurate and complete in all material respects and not misleading in any material respect and shall not remain open or unsettled).
Regulatory Covenants. So long as the loan obligations remain unsatisfied, the Partnership shall comply with all appropriate regulations of the Government and shall:
a. Impose and collect such fees, assessments, rents, and charges that the income of the Housing will be sufficient at all times for operation and maintenance of the Housing, payments on the Loan Obligations, and maintenance of the accounts.
b. Establish and maintain complete books and records relating to the Housing's financial affairs, cause such books and records to be audited at the end of each fiscal year, promptly furnish the Government without request a copy of each audit report, and permit the Government or its representative to inspect such books and records at all reasonable times.
c. If required or permitted by the Government, revise the accounts, or establish new accounts, to cover handling and disposition of income from and payment of expenses attributable to the Housing or to any other property securing the Loan Obligations, and submit regular and special reports concerning the Housing or financial affairs.
d. Agree that if any provisions of its organizational documents or any verbal understandings conflict with the terms of this loan agreement, the terms of the loan agreement shall prevail and govern.
e. Unless the Government gives prior consent:
1) Not use the Housing for any purpose other than as rental housing and related facilities for eligible occupants.
2) Not enter into any contract or agreement for improvements or extensions to the housing or other property securing the Loan Obligations.
3) Not change the membership by either the admission or withdrawal of any general partners nor permit general partners to maintain less than an aggregate of 5 percent financial interest in the organization nor cause or permit voluntary dissolution of the Partnership nor cause or permit any transfer or encumbrance of title to the Housing or any part thereof or interest therein, by sale, mortgage, lease, or otherwise.
4) Not borrow any money, nor incur any liability which would have a detrimental effect on the Housing.
f. Submit the required reports as per 7 CFR part 3560 or any successor regulation to the Government for prior review.
g. Comply with all its agreements and obligations in or under the Notes, security instrument, and any related agreement executed by the Partnership in connection with the Loan.
h. Not alter, amend, or repeal without the Government's consent this agreement or the Partnership Agreemen...
Regulatory Covenants. (a) Borrowers shall have, and shall ensure that it and each of its Subsidiaries has, each material Permit and other rights from, and have made all declarations and filings with, all applicable Governmental Authorities, all self-regulatory authorities and all courts and other tribunals necessary to engage in the ownership, management and operation of the business or the assets of any Borrower. Borrower shall ensure that all such Permits are valid and in full force and effect and Borrowers are in material compliance with the terms and conditions of all such Permits in all material respects.
(b) Borrower will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the use or operation of Borrowers’ business and assets, all material Permits necessary under Healthcare Laws to carry on the business of Borrowers as it is conducted on the Closing Date in all material respects.
(c) In connection with the development, testing, manufacture, marketing or sale of each and any material Product by any Borrower, Borrower shall comply in all material respects with all material Regulatory Required Permits at all times issued by any Governmental Authority, specifically including the FDA, with respect to such development, testing, manufacture, marketing or sales of such Product by Borrower as such activities are at any such time being conducted by Borrower.
(d) Borrower will timely file or caused to be timely filed (after giving effect to any extension duly obtained), all material notifications, reports, submissions, Permit renewals and reports required by Healthcare Laws (which reports will be materially accurate and complete in all respects and not misleading in any respect and shall not remain open or unsettled).
(e) If, after the Closing Date, Borrower determines to manufacture, sell, develop, test or market any new material Product or obtains any new material Regulatory Required Permit, Borrower shall deliver prior written notice to Agent of such determination (which shall include a brief description of such Product or Regulatory Required Permit) and, at such time as the Schedules are required to be updated pursuant to Section 4.15, shall provide an updated Schedule 4.17 (and copies of such Permits as Agent may request) reflecting updates related to such determination.
Regulatory Covenants. So long as the loan obligations remain unsatisfied, Borrower shall:
(a) Impose and collect such fees, assessments, rents, and charges that the income will be sufficient at all times for operation and maintenance of the housing, payments on the loan obligations, and maintenance of the accounts herein provided for.
(b) Maintain complete books and records relating to Xxxxxxxx's financial affairs, cause such books and records to be audited at the end of each fiscal year, promptly furnish the Government without request a copy of each audit report, and permit the Government to inspect such books and records at all reasonable times.
(c) If required by the Government, revise the accounts herein provided for, or establish new accounts, to cover handling and disposition of income from and payment of expenses attributable to the housing or to any other property securing the loan obligations, and submit regular and special reports concerning the housing or Xxxxxxxx's financial affairs..
(d) Not charge rents to domestic farm labor that exceed the rents approved by the Agency after considering the income of the occupants, Agency and non-Agency rental assistance available and the necessary costs of operation, debt service, and adequate maintenance of the housing.
(e) Maintain the housing at all times in a safe and sanitary condition in accordance with standards prescribed by state and local law, and Agency requirements.
(f) When making occupancy decisions, ensure that domestic farm labor applicants will always receive priority.
(g) Unless the Government gives prior consent:
( 1) Not use the housing for any purpose other than as labor housing and related facilities for domestic farm laborers.
Regulatory Covenants. (a) Borrowers shall have, and shall ensure that it and each of its Subsidiaries has, each material Permit and other rights from, and have made all declarations and filings with, all applicable Governmental Authorities, all self-regulatory authorities and all courts and other tribunals necessary to engage in the ownership, management and operation of the business or the assets of any Borrower and Borrowers shall ensure that no Governmental Authority has taken action to limit, suspend or revoke any such Permit. Borrower shall ensure that all such Permits are valid and in full force and effect and Borrowers are in material compliance with the terms and conditions of all such Permits in all material respects.
(b) Borrowers will maintain in full force and effect, and free from restrictions, probations, conditions or known conflicts which would materially impair the use or operation of Borrowers’ business and assets, all material Permits necessary under Healthcare Laws to carry on the business of Borrowers as it is conducted on the Closing Date in all material respects. MidCap / Sientra / Second A&R Credit and Security Agreement (Term)
(c) In connection with the development, testing, manufacture, marketing or sale of each and any material Product by any Borrower, each Borrower shall obtain and comply in all material respects with all material Regulatory Required Permits at all times issued by any Governmental Authority, specifically including the FDA, with respect to such development, testing, manufacture, marketing or sales of such Product by such Borrower as such activities are at any such time being conducted by such Borrower.
(d) Borrowers will timely file or caused to be timely filed (after giving effect to any extension duly obtained), all material notifications, reports, submissions, Permit renewals and reports required by Healthcare Laws (which reports will be materially accurate and complete in all material respects and not misleading in any respect and shall not remain open or unsettled).
(e) If, after the Closing Date, Borrowers determine to manufacture, sell, develop, test or market any new Product or obtain a material Regulatory Required Permit, Borrowers shall deliver written notice to Agent of such determination (which shall include a brief description of such Product or Regulatory Required Permit) and, together with delivery of the next Compliance Certificate shall provide an updated Schedule 4.17 (and copies of such Permits as Agent may request)...
Regulatory Covenants. The Company shall comply, and the Stockholders will cause the Company to comply, with the terms and provisions contained in Exhibit E attached hereto and made a part hereof.
Regulatory Covenants. So long as the Loan Obligations remain unsatisfied, the Borrower shall comply with all appropriate regulations of the Government and shall:
a. Impose and collect sufficient fees, assessments, rents, and charges for the Housing operation to meet all operation, maintenance, Loan Obligation, and account requirements.
b. Establish and maintain complete books and records relating to the Housing's financial affairs; have those books and records audited at the end of each fiscal year, (with a copy promptly sent to the Government), and permit the Government or its representative to inspect such books and records at all reasonable times.
c. If required or permitted by the Government, revise the accounts herein provided for, or establish new accounts, to cover handling and disposition of income from and payment of expenses attributable to the housing or to any other property securing the Loan Obligations, and submit regular and special reports concerning the housing or financial affairs.
d. Unless the Government gives prior consent:
1) Not use the Housing for any purpose other than as rental housing and related facilities for eligible occupants.
2) Not enter into any contract or agreement for improvements or extensions to the Housing or other property securing the loan obligations.
3) Not cause or permit any transfer or encumbrance of title to the Housing or any part thereof or interest therein, by sale, mortgage, lease, or otherwise.
4) Not borrow any money, nor incur any liability which would have detrimental effect on the Housing.
e. Submit Housing reports per 7 CFR part 3560 or any successor regulation for prior review.
f. Take other actions as may be required by the Government in connection with the operation of the Housing, or with any of the Borrower's operations or affairs which may affect the Housing, the Loan Obligations, or the security.
g. If the return on investment for any year exceeds 8 percent per annum of Xxxxxxxx's initial investment of $ , the Government may require that the Borrower reduce rents the following year, refund the excess return on the investment to the tenants, or use said excess in a manner that will best benefit the tenants.
Regulatory Covenants. Each Party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from governmental authorities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental authorities, including those required under the HSR Act, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement. If any filings are required under the HSR Act, Xxxxx agrees to pay the associated filing fee.
Regulatory Covenants. (a) Purchaser will use commercially reasonable efforts to obtain Competition Act Compliance or cause Competition Act Compliance to be obtained and in doing so will cooperate and consult with Vendor. Without limiting the generality of the foregoing, Purchaser will as soon as practicable, and in any event within five (5) Business Days after the date of this Agreement, prepare and provide submissions to the Commissioner of Competition including an application for an Advance Ruling Certificate, and will promptly furnish any additional information requested under the Competition Act. In addition, unless Purchaser determines that such notifications need not be filed, Purchaser will prepare and file the requisite notifications on behalf of Purchaser and CFL pursuant to Part IX of the Competition Act as soon as practical.
(b) Purchaser will use commercially reasonable efforts to obtain Investment Canada Act Approval. Purchaser shall submit an application for review in connection therewith as soon as practicable, and in any event within five (5) Business Days after the date of this Agreement.
(c) Purchaser will keep Vendor reasonably informed of the status of the review process for obtaining Competition Act Compliance and Investment Canada Act Approval, will provide Vendor with copies of any submission or application in draft form (with any confidential information redacted therefrom, with a complete copy to Vendor’s external counsel), will incorporate Vendor’s reasonable comments in any such submission and will allow Vendor’s external counsel to participate in any substantive meetings or communications with the relevant Government Authority to the extent permitted by the relevant Government Authority, at all times providing reasonable notice thereof.
(d) Nothing in this Section 7.1 shall oblige Purchaser to disclose to Vendor any written communications or information which Purchaser, acting reasonably, considers to be confidential and sensitive in nature, provided that arrangements will be made among the Parties and their counsel as necessary for any such confidential written communications or information to be exchanged on an “external counsel only” basis.
(e) Notwithstanding anything to the contrary in this Agreement, in no event shall Purchaser be obligated to make proposals, agree or carry out agreements or submit to orders providing for (i) the sale, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any as...
Regulatory Covenants. Each Party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Party in doing, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from governmental authorities and the making of all necessary registrations and filings and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental authorities, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, third parties, and (iii) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.
