Compliance with Laws and Contractual Obligations Each of the Borrower and the Holding Company will, and will cause each of the Borrower’s Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including Environmental Laws) and all of its Contractual Obligations, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Initial Order In addition to the Quota requirements set forth ------------- in EXHIBIT "D" hereto, within 30 days of execution of this Agreement, Distributor shall place with and deliver to the Company Distributor's initial Purchase Order for 1,050 VeriChip microchips, 100 VeriChip readers and 0 service plans to the Global VeriChip Registry System at the prices set forth in EXHIBIT "C" - Price List, all in accordance with the terms of this Agreement.
Compliance with Laws and Material Contractual Obligations Each Loan Party will, and will cause each Subsidiary to, (i) comply with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
Governmental Orders Guarantor is not presently under any cease or desist order or other orders of a similar nature, temporary or permanent, of any Governmental Authority which would have the effect of preventing or hindering performance of its duties hereunder, nor are there any proceedings presently in progress or to its knowledge contemplated which would, if successful, lead to the issuance of any such order.
EXTRA CONTRACTUAL OBLIGATIONS In the event Retrocedant or Retrocessionaire is held liable to pay any punitive, exemplary, compensatory or consequential damages because of alleged or actual bad faith or negligence related to the handling of any claim under any Reinsurance Contract or otherwise in respect of such Reinsurance Contract, the parties shall be liable for such damages in proportion to their responsibility for the conduct giving rise to the damages. Such determination shall be made by Retrocedant and Retrocessionaire, acting jointly and in good faith, and in the event the parties are unable to reach agreement as to such determination, recourse shall be had to Article XV hereof.
No Action Except Under Specified Documents The Interim Eligible Lender Trustee shall not otherwise deal with the Interim Trust Loans except in accordance with the powers granted to and the authority conferred upon the Interim Eligible Lender Trustee pursuant to this Agreement, the Purchase Agreements and the Sale Agreement.
Compliance with Laws and Orders Except as disclosed in the CoBancorp Disclosure Letter or in CoBancorp Reports filed by CoBancorp with the Commission prior to the date of this Agreement, the businesses of CoBancorp and the CoBancorp Subsidiaries are not being conducted, and have not been conducted since December 31, 1993, in violation of any law, ordinance, regulation, judgment, order, decree, license or permit of any Governmental Entity (including, without limitation, zoning ordinances, building codes, and environmental, civil rights, and occupational health and safety laws and regulations and, in the case of CoBancorp Subsidiaries that are savings and loans or thrifts, all statutes, rules and regulations pertaining to the conduct of such business), except for possible violations which individually or in the aggregate do not, and, insofar as reasonably can be foreseen, in the future will not, have a Material Adverse Effect on CoBancorp. Except as set forth in the CoBancorp Disclosure Letter, no investigation or review by any Governmental Entity with respect to CoBancorp or any of the CoBancorp Subsidiaries outside the ordinary course of business and not generally applicable to entities engaged in the same business is pending or, to the knowledge of CoBancorp, threatened, nor has any Governmental Entity indicated an intention to conduct the same in each case other than those the outcome of which will not have a Material Adverse Effect on CoBancorp.
No Legal Order Pending There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement.
Compliance with Laws and Court Orders (a) The Company is not in violation of, and to the knowledge of the Seller is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable law, rule, regulation, judgment, injunction, order or decree, except for violations that have not had and could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, results of operations or financial condition of the Company.
Pending Orders Orders placed in the hold or pending status by Aspire will be held for a maximum of thirty (30) calendar days from the date the order is placed on hold. After such time, Aspire shall be required to submit a new service request. Incorrect or invalid requests returned to Aspire for correction or clarification will Version R2Q04: 08/26/04 be held for thirty (30) calendar days. If Aspire does not return a corrected request within thirty (30) calendar days, BellSouth will cancel the request.