Compliance with Laws; Governmental Matters Sample Clauses

Compliance with Laws; Governmental Matters. The Merged Corporation has complied with all laws and regulations applicable to it and no material capital expenditure will be required for continued compliance. The Merged Corporation has all licenses and permits required for the lawful conduct of its business. The Merged Corporation is and has been in compliance with the conditions of all such licenses and permits and no proceeding or litigation is pending with respect to the Merged Corporation, compliance with laws or regulations, including without limitation, with respect to any such license or permit. Neither the Merged Corporation nor any of its properties has ever been or is now in violation of an applicable environmental laws or regulations and the Merged Corporation has and is in compliance with all licenses and permits required under applicable environmental laws and regulations. There is no proceeding or litigation pending or threatened concerning the Merged Corporation's compliance with environmental laws or regulations. Neither Merged Corporation nor any of Shareholders of the Merged Corporation have received any claim or demand nor are aware of any facts or circumstances which would give rise to any present or potential liability under any laws or regulations applicable to it, including, without limitation, environmental laws or regulations.
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Compliance with Laws; Governmental Matters. Allstate has in all material respects complied with, and is now in all material respects in compliance with, all Applicable Laws and Orders material to its operations or business, and no material capital expenditures will be required in order to insure continued compliance therewith. Section 5.8 of the Allstate Disclosure Schedule sets forth each License and Permit material to Allstate's operations or business, together with its date of expiration and a brief description of its material terms. Except for the Licenses and Permits already held by Allstate as disclosed in Section 5.8 of the Allstate Disclosure Schedule, no other franchise, license, permit, Order or approval of any Authority is material to or necessary for the conduct of the business of Allstate as previously conducted during the 12-month period prior to the date hereof, as presently conducted. Each such License and Permit is in full force and effect; Allstate is now and has at all times in the past been in all material respects in full compliance with each thereof, no violations are or have in the last three years been recorded by any Authority in respect of any thereof, and no proceeding is pending or, to the Knowledge of the Sellers or Allstate, no Key Employee has received notice of any pending proceeding, to revoke, amend or limit any thereof. Except as disclosed in Section 5.8 of the Allstate Disclosure Schedule, to the Knowledge of the Sellers or Allstate, no Key Employee has received notice of any pending proceedings by or before any Authority which involve new special assessments, assessment districts, bonds, Taxes, condemnation actions, Applicable Laws or Orders or similar matters which, if instituted, could reasonably be expected to have a Material Adverse Effect upon the condition (financial or otherwise), assets, liabilities or business of Allstate.
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Compliance with Laws; Governmental Matters. Company is in material compliance with all Laws applicable to Company. Company holds all the material permits, licenses and other authorities that it is required to hold under applicable Law.
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Compliance with Laws; Governmental Matters. To the best knowledge of Xxxxxxxxx and the Corporation, the Corporation and the Subsidiary have substantially complied with all federal, state, county, local and foreign laws, ordinances, regulations and orders applicable to each of them and no expenditures will be required in order to insure continued compliance therewith, except ordinary and necessary expenditures similar to those incurred historically by the Corporation and the Subsidiary to maintain continued compliance therewith and expenditures arising in connection with any of the transactions contemplated in this Agreement. Except as indicated in Exhibit 4.20, no franchise, license, permit, order or approval of any governmental or regulatory body is material to or necessary for the conduct of the business of the Corporation or the Subsidiary. Exhibit 4.20 sets forth each franchise, license, permit, order and approval necessary to the conduct of the business of the Corporation and the Subsidiary, together with its date of expiration and a brief description of its material terms. To the best knowledge of Xxxxxxxxx and the Corporation, each is in full force and effect, no violations are or have been recorded in respect of any thereof, and no proceeding is pending, or to the knowledge of Xxxxxxxxx or the Corporation, threatened, to revoke, amend or limit any thereof and except as indicated in Exhibit 4.20, there are no pending or threatened proceedings by or before any governmental body which involve new special actions, laws, regulations, ordinances or similar matters which, if instituted, would have a material adverse effect upon the condition (financial or otherwise), assets, liabilities, business or prospects of the Corporation or the Subsidiary.
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Compliance with Laws; Governmental Matters. The Company has in all material respects complied with, and is now in all material respects in compliance with, all laws and orders known to the Company to be applicable to it. Except to the extent, if any, disclosed to the Investor in writing, the Company holds all business licenses, permits, franchises, orders and government approvals material to or necessary for the conduct of the Company's business as previously conducted during the 12-month period prior to the date hereof, as presently conducted or, except for FDA premarketing approval with respect to the Company's I-125 sources, as proposed to be conducted, other than those permits, if any, the absence of which would not have an adverse effect on the Company's business, operations or financial condition. Each license and permit is in full force and effect; the Company is now and has at all times in the past been in all material respects in full compliance with each thereof; no violations are or have in the last five years been recorded by any governmental authority in respect of any thereof; and no proceeding is pending or, to the best of the Company's knowledge, threatened, to revoke, amend or limit any thereof. There are no pending or, to the best of the Company's knowledge, threatened proceedings by or before any governmental authority which involve new special assessments, assessment districts, bonds, Taxes, condemnation actions, laws or orders or similar matters which, if instituted, could reasonably be expected to have a material adverse effect upon the condition (financial or otherwise), assets, liabilities, business or prospects of the Company.
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Compliance with Laws; Governmental Matters. The Company has complied ----------------------------------------- with all material laws and regulations applicable to it and no material capital expenditure will be required for continued compliance. The Company has all material licenses and permits required for the lawful conduct of its business. The Company is and has been in compliance with the conditions of all such licenses and permits and no proceeding or litigation is pending with respect to the Company's compliance with laws or regulations, including without limitation, with respect to any such license or permit. There is no proceeding or litigation pending or proposed in writing concerning the Company's compliance with environmental laws or regulations. Sellers have not received any claim or demand nor are aware of any facts or circumstances which would give rise to any present or potential liability under any laws or regulations applicable to it, including, without limitation, environmental laws or regulations.
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Compliance with Laws; Governmental Matters 
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Related to Compliance with Laws; Governmental Matters

  • 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; Governmental Authorizations 1.23.1 The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement.

  • 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 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, 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 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.

  • Compliance with Laws and Orders Buyer is not in violation of or in default under any Law or order applicable to Buyer or its Assets the effect of which, in the aggregate, would reasonably be expected to hinder, prevent or delay Buyer from performing its obligations hereunder.

  • 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 and Documents No Company shall (a) violate the provisions of any Laws or rulings of any Governmental Authority applicable to it or of any Material Agreement to which it is a party if that violation alone, or when aggregated with all other violations, would be a Material Adverse Event, (b) violate the provisions of its organizational documents if such violation would cause a Material Adverse Event, or (c) repeal, replace, or amend any provision of its organizational documents if that action would be a Material Adverse Event.

  • Compliance with Law; Governmental Authorizations To the best of Seller’s knowledge, Seller is in compliance with all federal, state and local laws, authorizations, licenses and permits of any governmental authority and all governmental orders affecting the properties and assets of Seller, including federal, state and local: (i) Occupational Safety and Health Laws; (ii) private investigatory and other similar laws; (iii) the Fair Credit Reporting Act and similar state and local laws; and (iv) laws regarding or relating to trespass or violation of privacy rights. Seller has not been charged with violating, nor to the knowledge of Seller, threatened with a charge of violating, nor, to the knowledge of Seller, is Seller under investigation with respect to a possible violation of any provision of any federal, state or local law relating to any of, properties or assets.

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