Compliance with Law and Instruments. The Company undertakes to the Purchaser to cause WFOE and any other Group Company that is controlled by the Company or WFOE through ownership of voting securities or otherwise, and to use commercially reasonable best efforts to cause each of the other Group Companies, to comply with such Person’s memorandum of association, articles of association, business licenses, or other constitutional or governance documents, each as may be amended from time to time, unless the Board of Directors of the Company directs otherwise.
Compliance with Law and Instruments. Seller represents and warrants that the business and operation of the Corporation have been and are being conducted in accordance with all applicable laws, rules and regulations of all authorities, except those that do not materially and adversely affect the Corporation or its properties, assets, businesses, or prospects; that performance under this Agreement will not result in any breach of, constitute a default under, or result in the imposition of any lien or encumbrance on any property of the Corporation under any arrangements, agreement, or other instrument to which the Corporation or Seller is a party or by which either is bound or affected, and will not violate the articles of incorporation, as amended, or the by-laws of the Corporation; and that the Corporation is not, and will not be by virtue of the transaction contemplated by this Agreement, in violation of its articles of incorporation, as amended, its by-laws, or of any indebtedness, mortgage, contract, lease, or other agreement or commitment.
Compliance with Law and Instruments. The Group Companies, the holders of Ordinary Shares, the Founders and the Key Holders jointly and severally undertake to the Preferred Holders to cause WFOE and any other Group Company that is controlled by the Company or WFOE through ownership of voting securities, and to use best efforts to cause each of the other Group Companies, to comply with such Person’s memorandum of association, articles of association, business license, or other constitutional or governance documents, each as may be amended from time to time, unless the Board of Directors of the Company directs otherwise (which such action must include the affirmative consent of the Series B Director which consent shall not be unreasonably withheld). Without limiting the generality of the foregoing, none of the Group Companies shall, and the Parties (other than the Preferred Holders) shall cause each Group Company not to, and the Parties shall ensure that its and their respective Affiliates and its respective officers, directors, and representatives shall not, directly or indirectly, (i) offer or give anything of value to any Public Official with the intent of obtaining any improper advantage, affecting or influencing any act or decision of any such Person, assisting any Group Company in obtaining or retaining business for, or with, or directing business to, any Person, or constituting a bribe, kickback or illegal or improper payment to assist any Group in obtaining or retaining business, (ii) take any other action, in each case, in violation of the Foreign Corrupt Practices Act of the United States of America, as amended (as if it were a US Person), or any other applicable similar anti-corruption, recordkeeping and internal controls Laws, or (iii) establish or maintain any fund or assets in which any Group Company has proprietary rights that have not been recorded in its books and records of Group Company.
Compliance with Law and Instruments. The business and operations of Reliance Technologies, Inc. are not infringing on or otherwise acting adversely to any copyrights, trademark rights, patent rights or licenses owned by any other person, and there is not any pending claim or threatened action with respect to such rights. Reliance Technologies, Inc. is not obligated to make any payments in the form of royalties, fees or otherwise to any owner of any patent, trademark, trade name or copyright, except as set forth on Exhibit 2.
Compliance with Law and Instruments. The business and operations of DeSoto and Metroplex each have been and are being conducted in material compliance with all applicable laws, rules, regulations and licensing requirements of all authorities, the violation of which, individually or in the aggregate, would materially affect in any way the business of DeSoto or Metroplex. USP is unaware of any facts which might form the basis for a claim that any such violation exists. USP is in compliance in all material respects with all of its material obligations that have arisen to date under the HealthFirst Purchase Agreement. The business and operations of USP in performing its obligations under the HealthFirst Management Agreements have been and are being conducted in material compliance with all applicable laws, rules, regulations and licensing requirements of all authorities, the violation of which, individually or in the aggregate, would materially affect USP's ability to receive the benefits of the HealthFirst Management Agreements in any way. DeSoto and Metroplex each meets in all material respects the conditions for participation in the Medicare and Medicaid programs. Neither the U.S. Department of Health and Human Services nor any state agency has conducted, or has given USP, DeSoto or Metroplex any notice that it intends to conduct, any audit or other review of the participation of DeSoto or Metroplex in the Medicare and Medicaid programs (other than annual surveys, reviews and audits), and no such audit or review would result in any material liability by DeSoto or Metroplex for any reimbursement, penalty or interest with respect to payments received by DeSoto or Metroplex thereunder.
Compliance with Law and Instruments. The business and operations of the Baylor Centers have been and are being conducted in material compliance with all applicable laws, rules, regulations and licensing requirements of all authorities, the violation of which, individually or in the aggregate, would materially affect in any way the business of either of the Baylor Centers. Baylor is unaware of any facts which might form the basis for a claim that any such violation exists. Each Baylor Center meets in all material respects the conditions for participation in the Medicare and Medicaid programs. Neither the U.S. Department of Health and Human Services nor any state agency has conducted, or has given Baylor or its Affiliates any notice that it intends to conduct, any audit or other review of a Baylor Center's participation in the Medicare and Medicaid programs (other than annual surveys, reviews and audits), and no such audit or review would result in any material liability by Baylor or its Affiliates for any reimbursement, penalty or interest with respect to payments received by Baylor or its Affiliates thereunder.
Compliance with Law and Instruments. The business and operations of Global Logistics Partners, L.L.C. are not infringing on or otherwise acting adversely to any copyrights, trademark rights, patent rights or licenses owned by any other person, and there is not any pending claim or threatened action with respect to such rights. Global Logistics Partners, L.L.C. is not obligated to make any payments in the form of royalties, fees or otherwise to any owner of any patent, trademark, trade name or copyright, except as set forth on Exhibit 2.
Compliance with Law and Instruments. The business and operations of CyberQuest are not infringing on or otherwise acting adversely to any copyrights, trademark rights, patent rights or licenses owned by any other person, and there is not any pending claim or threatened action with respect to such rights. CyberQuest is not obligated to make any payments in the form of royalties, fees or otherwise to any owner of any patent, trademark, trade name or copyright.
Compliance with Law and Instruments. To the Company’s knowledge, the execution, delivery, and performance of and compliance with this Agreement and the issuance and sale of the Note will not, with or without the passage of time or giving of notice, violate any applicable statute, rule, regulation, order or restriction of any government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, any term of the Company’s organizational documents, or of any provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it is bound or of any judgment, decree, order or writ.
Compliance with Law and Instruments. The business and operation of the Facility have been and are being conducted in accordance with all applicable laws, rules, regulations and ordinances including, without limitation, the Federal Environmental Protection Act, the Occupational and Safety Hazards Act, Medicare and Medicaid rules and regulations, all federal, state and local licensing and health laws and other similar laws. Except as set forth on Exhibit 3C, there are no outstanding notices of violation or noncompliance involving Seller issued by the any governmental agency or authority. In signing, delivering and performing this Agreement, Seller, to the best of its knowledge, does not violate any law, rule, regulation or ordinance, and does not cause a breach, default, or the imposition of any lien or encumbrance on any property of any arrangement, agreement, or other instrument to which Seller is a party or by which Seller is bound.
