Compliance of Agreement with Laws, etc Sample Clauses

Compliance of Agreement with Laws, etc. The execution, delivery and performance by the Borrower of the Credit Documents in accordance with their respective terms, the Borrowings hereunder and the other Transactions do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any material Governmental Approval which has not been obtained or waived, or, violate any Applicable Law relating to the Borrower or any Subsidiary, (ii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of the Borrower or any Subsidiary or any material indenture, agreement or other instrument to which the Borrower or any Subsidiary is a party or by which any of their respective properties may be bound or any Governmental Approval relating to such Person, or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower or any Subsidiary (other than an Excluded Subsidiary). Neither the Borrower nor any of its Material Subsidiaries is a party to any agreement or instrument or otherwise subject to any restriction or encumbrance that restricts or limits the ability of any Material Subsidiary (A) to make dividend payments or other distributions in respect of its Capital Stock, (B) to repay Indebtedness owed to the Borrower or any Subsidiary, (C) to make loans or advances to the Borrower or any Subsidiary, or (D) to transfer any of its assets or properties to the Borrower or any of its Subsidiaries, in each case, other than such restrictions or encumbrances existing under or by reason of the Credit Documents, any Applicable Law or agreements with Governmental Authorities which could not reasonably be expected to result in a Material Adverse Effect.
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Compliance of Agreement with Laws, etc. Subject to execution of -------------------------------------- that certain Preferred Stock and Warrant Agreement by and among the Debtor, the Secured Party, Vaxcel, Inc., and the holders of the outstanding shares of the Debtor's Series A Convertible Preferred Stock, the execution, delivery and performance of this Agreement by the Debtor in accordance with its terms, including the granting of the Security Interest, do not and will not, by the passage of time, the giving of notice or otherwise (i) conflict with, result in a breach of or constitute a default under any indenture, instrument or other agreement to which the Debtor is a party or by which it or any of its properties may be bound or (ii) result in, or require the creation or imposition of, any Lien upon or with respect to any property in which the Debtor now or may hereafter have rights.
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Compliance of Agreement with Laws, etc. The execution, delivery and performance of this Agreement by the Borrower in accordance with its terms, including the granting of the Security Interest, do not and will not, by the passage of time, the giving of notice or otherwise:
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Compliance of Agreement with Laws, etc. The execution, delivery and performance by the Guarantor of this Guaranty will not, by the passage of time, the giving of notice or otherwise, (i) require any consent, approvals or authorization from any Governmental Authority or violate any provision of any statute or other rule or regulation of any Governmental Authority relating to the Guarantor, (ii) conflict with, result in a breach of or constitute a default under the articles of formation, partnership agreement or other organizational documents of the Guarantor or any indenture, agreement or instrument to which the Guarantor is a party or by which any of its properties may be bound or affected or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Guarantor, or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Guarantor.
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Compliance of Agreement with Laws, etc. The execution, delivery and performance by each Credit Party that is a party hereto of this Agreement, in accordance with its terms, and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) violate any Applicable Law relating to any Credit Party or any Subsidiary thereof, (b) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of, filing with, permit or license of, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement other than (i) filings under the UCC, (ii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office, (iii) filings or consents required by federal or state securities laws or antitrust laws (in connection with the disposition of the Collateral) and (iv) such as have been made or obtained and are in full force and effect, except in the case of clauses (a), (c), and (e), where such violation, conflict, breach or default or failure to obtain any consent, authorization, filing or effect any other act could not reasonably be expected to result in a Material Adverse Effect.
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Compliance of Agreement with Laws, etc. 34 Section 4.04. Compliance With Law; Governmental Approvals 34 Section 4.05. Tax Returns And Payments 34 Section 4.06. Government Regulation 35 Section 4.07. Material Contracts 35 Section 4.08. Financial Condition 35 Section 4.09. No Material Adverse Change 35 Section 4.10. Solvency 35 Section 4.11. Litigation 35 Section 4.12. Anti-Terrorism; Anti-Money Laundering 36 Section 4.13. Disclosure 36 Section 4.14. Trading And Other Restrictions 36 Section 4.15. Material Nonpublic Information 36 Section 4.16. Restricted Transactions 36 Section 4.17. Ownership Of Shares 37 Section 4.18. Holding Period 37 Section 4.19. No Sovereign Immunity 37 Section 4.20. Purpose 37 ARTICLE 5 Affirmative Covenants Section 5.01. Financial Information 37 Section 5.02. Notice Of Litigation And Other Matters 37 Section 5.03. Preservation Of Corporate Existence And Related Matters 38 Section 5.04. Payment Of Taxes And Other Obligations 38 Section 5.05. Compliance With Laws And Approvals 39 Section 5.06. Provision Of Public Information 39
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Compliance of Agreement with Laws, etc. The execution, delivery and performance by Borrower of the Margin Loan Documents in accordance with their respective terms and the Transactions, do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval or violate any Applicable Law relating to Borrower, (b) conflict with, result in a breach of or constitute a default under the Organization Documents of Borrower, (c) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which Borrower is a party or by which any of its properties may be bound or any Governmental Approval relating to Borrower, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by Borrower other than Permitted Liens or (e) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement, other than filings under the UCC.
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Compliance of Agreement with Laws, etc. The execution, delivery and performance of this Agreement by the Guarantor in accordance with its terms, including the granting of the Security Interest, do not and will not, by the passage of time, the giving of notice or otherwise:
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Related to Compliance of Agreement with Laws, etc

  • 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 of Loan Documents with Laws, Etc The execution, delivery and performance of this Agreement, the Notes and the other Loan Documents to which the Borrower or any other Loan Party is a party in accordance with their respective terms and the borrowings and other extensions of credit hereunder do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of the Borrower or any other Loan Party, or any indenture, agreement or other instrument to which the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower or any other Loan Party.

  • Maintenance of Existence; Compliance with Laws, etc The Borrower will, and will cause each of its Subsidiaries to,

  • Compliance with Law and Agreements; Maintenance of Licenses The Borrower shall comply, and shall cause each Subsidiary to comply, in all material respects with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the Federal Fair Labor Standards Act and all Environmental Laws). The Borrower shall, and shall cause each of its Subsidiaries to, obtain and maintain all licenses, permits, franchises, and governmental authorizations necessary to own its property and to conduct its business as conducted on the Closing Date. The Borrower shall not modify, amend or alter its certificate or articles of incorporation or bylaws, other than in a manner which does not adversely affect the rights of the Lenders or the Agent.

  • Litigation and Compliance with Law Except as set forth in Schedule 5.17, there are no claims, actions, suits or proceedings, pending or, to the knowledge of the Companies and the Stockholders, threatened against or affecting any Company, at law or in equity, or before or by any Governmental Authority having jurisdiction over such Company. No written notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by any Company and, to the Stockholders' and the Companies' knowledge, there is no basis therefor. Except to the extent set forth in Schedule 5.17, each Company has conducted and is conducting its business in compliance with all Laws applicable to such Company, its assets or the operation of its business.

  • Compliance with Law, Etc No Loan Party or any of its Subsidiaries is in violation of (i) any of its Governing Documents, (ii) any Requirement of Law, or (iii) any material term of any Contractual Obligation (including, without limitation, any Material Contract) binding on or otherwise affecting it or any of its properties, and no default or event of default has occurred and is continuing thereunder.

  • Litigation and Compliance with Laws (a) Except as disclosed in the Borrower’s Annual Report on Form 10-K for 2019 or any subsequent report filed by the Borrower on Form 10-Q or Form 8-K with the SEC since December 31, 2019, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower or the Guarantors, threatened against the Borrower or the Guarantors or any of their respective properties (including any properties or assets that constitute Collateral under the terms of the Loan Documents), before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that (i) are likely to have a Material Adverse Effect or (ii) would reasonably be expected to affect the legality, validity, binding effect or enforceability of the Loan Documents or, in any material respect, the rights and remedies of the Administrative Agent or the Lenders thereunder or in connection with the Transactions.

  • 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 of Loan Documents with Laws The execution, delivery and performance of this Agreement and the other Loan Documents to which any Loan Party is a party in accordance with their respective terms and the borrowings and other extensions of credit hereunder do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of any Loan Party, or any indenture, agreement or other instrument to which the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party other than in favor of the Administrative Agent for its benefit and the benefit of the other Lender Parties.

  • Existence; Compliance with Law Each Group Member (a) is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing (if applicable) under the laws of each jurisdiction where the failure to be so qualified or in good standing could reasonably be expected to have a Material Adverse Effect and (d) is in material compliance with all Requirements of Law except in such instances in which (i) such Requirement of Law is being contested in good faith by appropriate proceedings diligently conducted and the prosecution of such contest would not reasonably be expected to result in a Material Adverse Effect, or (ii) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

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