Common use of Existence; Compliance with Laws Clause in Contracts

Existence; Compliance with Laws. (a) Except as otherwise expressly permitted by Section 6.8 hereof or as set forth on Schedule 5.2, do or cause to be done all things necessary (i) to preserve, renew and keep in full force and effect its existence, licenses, permits, franchises, certificates (including, without limitation, certificates of need), authorization, accreditations, easements, rights of way and other rights, consents and approvals the nonexistence of which is reasonably likely to have a Material Adverse Effect and (ii) to comply with all applicable statutes, ordinances, rules, regulations and orders of, and all applicable restrictions or requirements imposed by, any Governmental Authority (including, without limitation, Environmental Laws, all zoning and building codes and ERISA) or any other Requirements except (x) with respect to those matters set forth on Schedule 5.2 hereto, (y) where the necessity of compliance therewith is contested in good faith by the appropriate proceedings provided that the applicable Credit Party or Subsidiary of a Credit Party shall have set aside on its books reasonable reserves (the presentation of which is segregated to the extent required by GAAP) with respect thereto if such reserves are required by GAAP and (z) where noncompliance is not reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Guaranty and Pledge Agreement (Ventas Inc)

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Existence; Compliance with Laws. (a) Except as otherwise expressly permitted by Section 6.8 6.4 hereof or as set forth on Schedule 5.2, do or cause to be done all things necessary (i) to preserve, renew and keep in full force and effect its existence, licenses, permits, franchises, certificates (including, without limitation, certificates of need), authorization, accreditations, easements, rights of way and other rights, consents and approvals the nonexistence of which is reasonably likely to have a Material Adverse Effect and (ii) to comply with all applicable statutes, ordinances, rules, regulations and orders of, and all applicable restrictions or requirements imposed by, any Governmental Authority (including, without limitation, Environmental Laws, all zoning and building codes and ERISA) or any other Requirements except (x) with respect to those matters set forth on Schedule 5.2 hereto, (y) where the necessity of compliance therewith is contested in good faith by the appropriate proceedings provided that the applicable Credit Party or Subsidiary of a Credit Party shall have set aside on its books reasonable reserves (the presentation of which is segregated to the extent required by GAAP) with respect thereto if such reserves are required by GAAP and (z) where noncompliance is not reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement (Ventas Inc)

Existence; Compliance with Laws. (a) Except as otherwise expressly permitted by Section 6.8 hereof or as set forth on Schedule 5.26.5 hereof, do or cause to be done all things necessary (i) to preserve, renew and keep in full force and effect its existence, Proprietary Rights, licenses, permits, privileges, franchises, certificates (including, without limitation, including certificates of need), authorizationauthorizations, accreditations, easements, rights Rights of way Way and other rights, consents and approvals approvals, in each case where the nonexistence of which is failure to so preserve, renew and maintain in full force and effect could reasonably likely be expected to have a Material Adverse Effect Effect, and (ii) to comply in all respects with all applicable statutes, ordinances, laws, rules, regulations and orders of, and all applicable restrictions or requirements imposed by, any Governmental Authority (including, without limitation, Environmental Laws, including all zoning and building codes and ERISA) or any other Requirements except (x) with respect where the failure to those matters set forth on Schedule 5.2 hereto, (y) where do so could not reasonably be expected to have a Material Adverse Effect or the necessity of compliance therewith is being currently contested in good faith by the appropriate proceedings provided proceedings, provided, in each case being contested, that the applicable Credit Party or Subsidiary of a Credit Party shall have set aside on its books reasonable and appropriate reserves (the presentation of which is segregated to the extent required by GAAP) with respect thereto if such reserves are required by GAAP and (z) where noncompliance is not reasonably likely to have a Material Adverse EffectGAAP.

Appears in 1 contract

Samples: Security Agreement (Reliant Resources Inc)

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Existence; Compliance with Laws. (a) Except as otherwise expressly permitted by Section 6.8 6.4 hereof or as set forth on Schedule 5.2, do or cause to be done all things necessary (i) to ------------ preserve, renew and keep in full force and effect its existence, licenses, permits, franchises, certificates (including, without limitation, certificates of need), authorization, accreditations, easements, rights of way and other rights, consents and approvals the nonexistence of which is reasonably likely to have a Material Adverse Effect and (ii) to comply with all applicable statutes, ordinances, rules, regulations and orders of, and all applicable restrictions or requirements imposed by, any Governmental Authority (including, without limitation, Environmental Laws, all zoning and building codes and ERISA) or any other Requirements except (x) with respect to those matters set forth on Schedule 5.2 hereto, (y) where the necessity of compliance therewith is ------------ contested in good faith by the appropriate proceedings provided that the applicable Credit Party or Subsidiary of a Credit Party shall have set aside on its books reasonable reserves (the presentation of which is segregated to the extent required by GAAP) with respect thereto if such reserves are required by GAAP and (z) where noncompliance is not reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit, Security and Guaranty Agreement (Ventas Inc)

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