Compliance with Laws; Permits Clause Samples

Compliance with Laws; Permits. Each of the Acquired Companies, to the Knowledge of the Company, is in, and since January 1, 2015 has been in, compliance with all Laws and any operating rules, regulations, requirements, guidelines and standards of applicable associations, payment card networks (the “Card Associations”) and NACHA, in each case applicable to its businesses, except where the failure to comply with such Laws, rules, regulations, requirements, guidelines or standards would not have a Company Material Adverse Effect. None of the Acquired Companies has, during the one-year period prior to the date hereof: (a) received any written notice from any Governmental Entity regarding any material violation by any of the Acquired Companies of any Laws; or (b) provided any written notice to any Governmental Entity regarding any material violation by the Acquired Companies of any Law, which notice in either case remains outstanding or unresolved as of the date hereof, except for such notices that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All approvals, permits, franchises, grants, licenses, easements, variances, consents, certificates, clearances, permissions, qualifications, registrations, orders, exceptions, exemptions and similar authorizations of all Governmental Entities and any registrations with Card Associations needed for the Acquired Companies to own, lease and operate their properties and assets and to carry on their business as they are now conducted have been obtained by them and are valid and in full force and effect, except as would not have or reasonably be expected to have a Company Material Adverse Effect. No representation or warranty is made in this Section 4.9 with respect to Tax matters, which shall be addressed exclusively by Section 4.11 (Tax Matters) and Section 4.12 (Employee Benefit Plans), or environmental matters, which shall be addressed exclusively by Section 4.14 (Environmental Matters).

Compliance with Laws; Permits. Except for such matters as, individually or in the aggregate, do not or are not reasonably likely to have a Lyondell Material Adverse Effect: (a) Neither Lyondell nor any Subsidiary of Lyondell is in violation of any Applicable Law, and no claim is pending or, to the knowledge of Lyondell, threatened with respect to such matters. (b) No investigation or review by any Governmental Entity with respect to Lyondell or any of its Subsidiaries is pending or, to the knowledge of Lyondell, threatened, nor has any Governmental Entity indicated an intention to conduct the same. (c) To the knowledge of Lyondell, no material change is required in its or any of its Subsidiaries’ processes, properties or procedures in connection with any such Applicable Laws, and it has not received any notice or communication of any material noncompliance with any such Applicable Laws that has not been cured as of the date of this Agreement. (d) Lyondell and each Subsidiary of Lyondell hold all material permits, licenses, certifications, variations, exemptions, orders, franchises and approvals of all governmental or regulatory authorities necessary for the lawful conduct of their respective businesses (the “Lyondell Permits“). All Lyondell Permits are in full force and effect and there exists no default thereunder or breach thereof, and Lyondell has no notice or knowledge that such Lyondell Permits will not be renewed in the ordinary course after the Effective Time. No Governmental Entity has given, or to the knowledge of Lyondell threatened to give, any action to terminate, cancel or reform any Lyondell Permit. (e) Lyondell and each Subsidiary of Lyondell possess all material permits, licenses, operating authorities, orders, exemptions, franchises, variances, consents, approvals or other authorizations required for the present ownership and operation of all its real property or leaseholds (“Lyondell Real Property“). There exists no material default or breach with respect to, and no party or Governmental Entity has taken or, to the knowledge of Lyondell, threatened to take, any action to terminate, cancel or reform any such permit, license, operating authority, order, exemption, franchise, variance, consent, approval or other authorization pertaining to Lyondell Real Property.

Compliance with Laws; Permits. Neither it nor any of its Subsidiaries is in violation of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or any SEC related regulation or rule or any rule of the Principal Market promulgated thereunder or any other 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 has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 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 any Ancillary Agreement and the issuance of any of the Securities, except such as have been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing Date, as will be filed in a timely manner. It and each of its Subsidiaries has all material 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, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Laws; Permits. (a) The Company and each Company Subsidiary have complied and are in compliance with all laws, rules and regulations, ordinances, judgments, decrees, orders, writs and injunctions of all federal, state, local and foreign governments and agencies thereof (collectively “Laws”), which affect the business, properties or assets of the Company and each Company Subsidiary, any applicable operating certificates, common carrier obligations, airworthiness directives (“ADs”), Federal Aviation Regulations (“FARs”) or any other rules, regulations, directives or policies of the Federal Aviation Administration (the “FAA”), the Department of Transportation (the “DOT”), the Federal Communications Commission (the “FCC”), the Department of Defense (the “DOD”), the Department of Homeland Security (the “DHS”), the Federal Transportation Safety Administration (the “TSA”), the Air Transportation Stabilization Board (“ATSB”) or any other Governmental Entity, except for instances of possible noncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No notice, charge or assertion has been received by the Company or any Company Subsidiary or threatened against the Company or any Company Subsidiary alleging any violation of any of the foregoing, except for instances of possible noncompliance that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All licenses, authorizations, consents, permits, and approvals required under such Laws are in full force and effect except where the failure to be in full force and effect have not had and would not reasonably be expected to have a Company Material Adverse Effect. No material investigation or review or civil penalty claims by the FAA, the TSA, any customs agency or any other Governmental Entity with respect to the Company or any of the Company Subsidiaries is pending or, to the Company’s knowledge, threatened, nor has the FAA, the TSA, any customs agency or any other Governmental Entity indicated an intention to conduct the same. (b) The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, Environmental Permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and each Company Subsidiary to own, lease and operate its properties or to carry on their respective businesses substantially in the man...

Compliance with Laws; Permits. (a) Within the 3-year period prior to the Effective Date, each Group Company is in all material respects in compliance with all applicable Laws (including without limitation Anticorruption Law and Laws with respect to AMR registration, hygiene, fire prevention, development, construction and use of land, and environment protection, taxation or labour) and Governmental Order. In the past three (3) years, none of the Group Companies has in any material respects violated any of applicable Laws or Governmental Orders. (b) Each Group Company has been granted and owns all franchises, permits, licenses, certificates, consents, approvals and any similar authorizations of any Governmental Authority which is necessary for the conduct of their business (the “Material Company Permits”). None of the Group Companies is in any material respects in default under any Material Company Permit. All of the Material Company Permits are in full force and effect, and no suspension or cancellation of any of the Material Company Permits is pending. (c) In the past three (3) years, no Group Company, or to the knowledge of the Company, any of their respective directors, officers, employees or other persons with formal authorization of the Group Company and acting on behalf of any Group Company, has violated any Anticorruption Law in any material respects. (d) In the past three (3) years, no Group Company has conducted or initiated any internal investigation or made a voluntary, directed, involuntary or other disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any noncompliance with any Anticorruption Law, nor to the knowledge of the Company, any of their respective directors, officers, employees or other persons with formal authorization of the Group Company and acting on behalf of any Group Company has received any written notice, request, allegation or citation from a Governmental Authority for any noncompliance with any Anticorruption Law. The Group Companies have implemented necessary policies and procedures designed to ensure that each Group Company and the employees and other intermediaries of the Group Companies comply in all material respects with applicable Anticorruption Laws. The Group Companies have implemented and maintain effective internal controls necessary and reasonably designed to prevent and detect violations of Anticorruption Laws. (e) No Group Company, or to the knowledge of the Company, any of their r...

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; Permits. Neither the Company nor any of its Subsidiaries is 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 has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 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 any other Related Agreement and the issuance of any of the Securities, except such as has 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. Each of the Company and its Subsidiaries has all material 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, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Laws; Permits. (a) Parent and its Subsidiaries are, and since the later of December 31, 2012 and their respective dates of incorporation, formation or organization have been, in compliance with and are not in default under or in violation of any applicable Laws, except where such non-compliance, default or violation would not have, individually or in the aggregate, a Parent Material Adverse Effect. (b) Parent and its Subsidiaries are in possession of all Permits (including Environmental Permits) necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Parent Permits”), except where the failure to have any of the Parent Permits would not have, individually or in the aggregate, a Parent Material Adverse Effect. All Parent Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Parent Material Adverse Effect. No suspension or cancellation of any of Parent Permits is pending or, to the Knowledge of Parent, threatened, except where such suspension or cancellation would not have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are not, and since December 31, 2012 have not been, in violation or breach of, or default under, any Parent Permit, except where such violation, breach or default would not have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the Knowledge of Parent, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of Parent or any of its Subsidiaries under, any Parent Permit, or has caused (or would cause) an applicable Governmental Authority to fail or refuse to issue, renew or extend any Parent Permit (in each case, with or without notice or lapse of time or both), except for violations, breaches, defaults, losses, accelerations or failures that would not have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Without limiting the generality of Section 4.8(a), Parent, each of its Subsidiaries, and, to the Knowledge of Parent, each joint venture partner, joint interest owner, consultant, agent, or representative of any of the foregoing (in their respective capacities as such), (i) has not violated the U.S. Foreign Corrupt Practices Act, an...

Compliance with Laws; Permits. The Company is in compliance with all Laws applicable to the Company or to the conduct of the business or operations of the Company or the use of its properties (including any leased properties) and assets, except for such non-compliances as would not, individually or in the aggregate, have a Material Adverse Effect. The Company has all governmental permits and approvals from state, federal or local authorities which are required for the Company to operate its business, except for those the absence of which would not, individually or in the aggregate, have a Material Adverse Effect.