LLC PARTIES' COMPLIANCE WITH AGREEMENT Sample Clauses

LLC PARTIES' COMPLIANCE WITH AGREEMENT. The LLC Parties, in all respects, shall have performed each agreement, and shall have complied with each covenant to be performed or complied with by them, or any of them, on or prior to the PRE-CLOSING DATE under this Agreement or any Related Agreement, except where the failure to so perform or comply (i) would not constitute an LLC Material Adverse Change, or (ii) is not in bad faith, and the LLC Parties shall have delivered the LLC Parties PRE-CLOSING Certificate, which shall state the foregoing.
Sample 1
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LLC PARTIES' COMPLIANCE WITH AGREEMENT. The LLC Parties, in all respects, shall have performed each agreement, and shall have complied with each covenant, to be performed or complied with by them, or any of them, on or prior to the Closing Date under this Agreement or any Related Agreement, except as will not constitute an LLC Material Adverse Change, and the LLC Parties shall have delivered the LLC Parties Closing Certificate which shall so indicate. Notwithstanding the foregoing, this condition shall be deemed to have been satisfied even though an LLC Material Adverse Change has occurred, if the LLC Material Adverse Change (i) is proximately caused by actions of Public pursuant to the Services Agreement, by any employee or agent of LLC or LLC Holdings under the supervision of Public pursuant to the Services Agreement or (ii) by Public's breach (including, without limitation, by the persons listed in clause (i)) of Public's obligations under the Services Agreement. The LLC Parties shall have delivered the LLC Parties Closing Certificate which shall so indicate.
Sample 1
LLC PARTIES' COMPLIANCE WITH AGREEMENT. The LLC Parties, in all respects, shall have performed each agreement, and shall have complied with each covenant, to be performed or complied with by them, or any of them, on or prior to the Closing Date under this Agreement or any Related Agreement except as will not constitute an LLC Material Adverse Change, and the LLC Parties shall have delivered the LLC Parties' Closing Certificate which shall indicate that no LLC Material Adverse Change has occurred. Notwithstanding the foregoing, this condition shall be deemed to have been satisfied even though an LLC Material Adverse Change has occurred, unless the LLC Material Adverse Change (i) occurred on or prior to the date of this Agreement, (ii) was caused after the date of this Agreement by the actions of the Members, the Board of Managers of LLC or LLC Holdings, or any agent of LLC or LLC Holdings, which agent is not under the supervision of Public pursuant to the Services Agreement or (iii) was caused by the failure of any of the persons identified in clause (ii) to take actions that (A) would be taken in the ordinary course of LLC's and LLC Holdings' business in the exercise of reasonable judgment and (B) have not been delegated to Public under the Services Agreement. The LLC Parties shall have delivered the LLC Parties Closing Certificate which shall so indicate.
Sample 1

Related to LLC PARTIES' COMPLIANCE WITH AGREEMENT

  • Compliance with Agreement Buyer shall have performed and complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with by it prior to or on the Closing Date.

  • Compliance with Agreements Promptly and fully comply with all Contractual Obligations to which any one or more of them is a party, except for any such Contractual Obligations (a) the nonperformance of which would not cause a Default or Event of Default, (b) then being contested by any of them in good faith by appropriate proceedings, or (c) if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Agreements and Law Each Restricted Person will perform all material obligations it is required to perform under the terms of each indenture, mortgage, deed of trust, security agreement, lease, and franchise, and each material agreement, contract or other instrument or obligation to which it is a party or by which it or any of its properties is bound. Each Restricted Person will conduct its business and affairs in compliance with all Laws applicable thereto.

  • Compliance with Agreements and Conditions Buyer shall have performed and complied with all material agreements and conditions required by this Agreement to be performed or complied with by Buyer prior to or on the Closing Date.

  • Non-Compliance with Loan Documents (a) Failure by any Loan Party to comply with or to perform any covenant set forth in Section 10.1.5, 10.3(b), 10.5 or 10.9 or Section 11; or (b) failure by any Loan Party to comply with or to perform any other provision of this Agreement or any other Loan Document (and not constituting an Event of Default under any other provision of this Section 13) and continuance of such failure described in this clause (b) for 30 days.

  • Compliance with Agreements and Laws The Seller has all requisite licenses, permits and certificates, including environmental, health and safety permits, from federal, state and local authorities necessary to conduct its business and own and operate its assets (collectively, the "Permits"). Schedule 2.17 attached hereto sets forth a true, correct and complete list of all such Permits, copies of which have previously been delivered by the Seller to the Buyer. The Seller is not in violation of any law, regulation or ordinance (including, without limitation, laws, regulations or ordinances relating to building, zoning, environmental, disposal of hazardous substances, land use or similar matters) relating to its properties, the violation of which could have a material adverse effect on the Seller or its properties. The business of the Seller does not violate, in any material respect, any federal, state, local or foreign laws, regulations or orders (including, but not limited to, any of the foregoing relating to employment discrimination, occupational safety, environmental protection, hazardous waste (as defined in the Resource Conservation and Recovery Act, as amended, and the regulations adopted pursuant thereto), conservation, or corrupt practices, the enforcement of which would have a material and adverse effect on the results of operations, condition (financial or otherwise), assets, properties, business or prospects of the Seller. Except as set forth on Schedule 2.17 attached hereto, the Seller has not since January 1, 1993 received any notice or communication from any federal, state or local governmental or regulatory authority or otherwise of any such violation or noncompliance.

  • Compliance with Agreements, Laws, Etc It shall (i) duly observe and comply in all material respects with all Applicable Laws relative to the conduct of its business or to its assets, (ii) preserve and keep in full force and effect its legal existence, (iii) preserve and keep in full force and effect its rights, privileges, qualifications and franchises, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, (iv) comply with the terms and conditions of each Facility Document to which it is a party and its Constituent Documents and (v) obtain, maintain and keep in full force and effect all Governmental Authorizations, Private Authorizations and Governmental Filings which are necessary to properly carry out its business and the transactions contemplated to be performed by it under the Facility Documents to which it is a party and its Constituent Documents, except, in the case of this clause (v), where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Agreements and Covenants Purchaser shall have performed and complied in all material respects with all of its covenants, obligations and agreements contained in this Agreement to be performed and complied with by it on or prior to the Closing Date.

  • COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC The Company is not in violation of any term of its Certificate of Incorporation or Bylaws, as amended, or any mortgage, indenture, contract, agreement, instrument, judgment, decree or order by which the Company is bound or to which its properties are subject or, to its knowledge any statute, rule or regulation applicable to the Company which would materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company. The execution, delivery and performance of and compliance with this Agreement and the transactions contemplated hereby will not result in any such violation and will not be in conflict with or constitute a default under any of the foregoing and will not result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company pursuant to any of the foregoing.

  • Compliance with Agreements and Applicable Laws The Seller shall comply with all federal, state and local laws and regulations applicable to it and the Purchaser Assets, including those relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, privacy, licensing and taxation, except to the extent that the failure to so comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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