Compliance with Laws; Environmental Matters. (i) Except with respect to Environmental Laws, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), taxes and regulatory compliance, which are the subjects of Sections 3.01(j)(ii), 3.01(l), 3.01(n) and 3.01(u), respectively, each of the Company and its Subsidiaries is in compliance with all Laws and Orders (collectively, "Legal Provisions") applicable to it, its properties or other assets or its business or operations, except for failures to be in compliance that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices and permits of or with all Governmental Entities (collectively, "Permits"), including all Permits under the Federal Food, Drug and Cosmetic Act of 1938, as amended (including the rules and regulations promulgated thereunder, the "FDCA"), necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as currently conducted, except where the failure to have such Permits individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Since January 1, 2000, there has occurred no default under, or violation of, any such Permit, except for any such default or violation that individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. The consummation of the Merger, in and of itself, would not cause the revocation or cancelation of any such Permit that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.
Compliance with Laws; Environmental Matters. Each of the following is a condition of this Agreement and the Loan:
Compliance with Laws; Environmental Matters. The Parent and Borrower will, and will cause each of Parent’s Subsidiaries to, comply in all material respects with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it or its Property may be subject including, without limitation, Regulations U, T, and X of the Board of Governors of the Federal Reserve System, and also including, without limitation, ERISA and Environmental Laws.
Compliance with Laws; Environmental Matters. (i) Except for failures to be in compliance and failures to have such Permits that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect: (A) each of the Company and its Subsidiaries is in compliance with all, and has not violated any, Laws and Orders, including the Federal Food, Drug and Cosmetic Act of 1938, as amended (including the rules and regulations promulgated thereunder, the “FDCA”), the Good Manufacturing Practices and other standards of the Food and Drug Administration, federal Medicare and Medicaid statutes or related state or local statutes or regulations, and the Occupational Safety and Health Act (and the regulations promulgated thereunder), the Fair Labor Standards Act and any other applicable child labor Laws, all applicable import/export Laws, the International Traffic in Arms Regulations (22 C.F.R. §§120-130), and any comparable foreign Laws of any of the foregoing, applicable to it, its properties or other assets or its business or operations, including the Medical Devices Directive of the European Union (the “MDD”) and (B) the Company and each of its Subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses, notices and permits of or with all Governmental Entities, including all Permits under the FDCA and the MDD, and third persons (collectively, “Permits”) necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as currently conducted. Neither the Company nor any of its Subsidiaries is excluded from participation, or is otherwise ineligible to participate, in a “federal health care program” as defined in 42 U.S.C. §1320a-7b(f) or is convicted of a criminal offense related to health care. Since January 1, 2004, there has occurred no default under, or violation of, any such Permit, except for any such default or violation that individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. The consummation of the Offer or the Merger, in and of itself, would not cause the revocation, modification or cancellation of any such Permit that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.
Compliance with Laws; Environmental Matters. (a) For the purposes of this Section 2.13, the following terms shall have the following meanings:
Compliance with Laws; Environmental Matters. (a) (i) The Contributed Companies and Subsidiaries thereof are, and at all times since the Relevant Date have been, in material compliance with all Laws, including those relating to occupational health and safety, and all Judgments applicable to any Contributed Company or Subsidiary thereof or any assets owned or used by any of them; and (ii) to the Knowledge of the Contributors, no circumstances exist, and since the Relevant Date no event has occurred, that (with or without notice or lapse of time, or both) would constitute or result in a violation by any Contributed Company or Subsidiary thereof of, or a failure on the part of any Contributed Company or Subsidiary thereof to materially comply with, any Law, or any Judgment applicable to any Contributed Company or Subsidiary thereof or any assets owned or used by any of them, or would give rise to any material obligation on the part of any Contributed Company or Subsidiary thereof to undertake, or to bear all or any material portion of the cost of, any remedial action of any nature. To Contributors’ Knowledge, no Contributor or Contributed Company or Subsidiary thereof has received any communication since the Relevant Date seeking any Judgment or alleging that a Contributed Company or Subsidiary thereof is not in compliance in any material respect with any Law or any Judgment. There are no Judgements applicable to any Contributed Company or Subsidiary thereof or any assets owned or used by any of them. The Contributors and the Contributed Companies have made available for inspection by PEGC I OP before the date hereof all material Filings made by the Contributors, with respect to their ownership or operation of the Contributed Companies, or by any Contributed Company or Subsidiary thereof with any Governmental Entity since the Relevant Date to the date of this Agreement. All such Filings were timely filed and were in compliance in all material respects with all Laws when filed. No material deficiencies have been asserted by any such Governmental Entity with respect to such Filings that have not been cured or satisfied.
Compliance with Laws; Environmental Matters. (a) Owner assumes all responsibility as to the compliance of the Project with all laws applicable to the Project. Owner agrees to defend and indemnify and hold harmless Manager and its members, officers, directors, employees, managers, successors and assigns (collectively, the “Manager Indemnified Parties”) from and against any and all Losses arising out of any violation, breach or failure of the Project to comply with any or all state or federal laws applicable to the Project, except for any violations caused by the misconduct and/or negligence of the Manager, its agents, servants, or employees.
Compliance with Laws; Environmental Matters. (a) Buyer is in compliance in all material respects with all laws, ordinances, regulations and orders applicable to its business and Buyer has no notice or actual knowledge of any violations thereof, whether actual, claimed or alleged, except as disclosed on Schedule 3.9 hereto and except for those instances of non-compliance or those violations as are not reasonably likely to have a Buyer Material Adverse Effect.
Compliance with Laws; Environmental Matters. (i) Except for those matters that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect:
Compliance with Laws; Environmental Matters. (a) Seller has at all times conducted its business and the Assets have been held in compliance with all applicable laws, regulations, ordinances, orders and other requirements of governmental authorities having jurisdiction over Seller. Seller has not received any formal or informal notice, advice, claim or complaint alleging that Seller has violated or may have violated any law, regulation, ordinance or order and, to Seller's and Bechard's knowledge, no such notice, advice, claim or complaint of any xxxx xx threatened. Seller has at all times complied and presently comply with all applicable federal, state, local and foreign laws, rules and regulations respecting occupational safety and health standards and Seller has not received complaints from any employee or any federal, state, local or foreign agency alleging any violation of any federal, state, local or foreign laws respecting occupational safety and health standards.
