CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth on Schedule 5.21 or 5.13, and except for violations which, either singly or in the aggregate, have not had and will not have any Material Adverse Effect, the Company is not in violation of any law or regulation or any order of any court or Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over it; and except to the extent set forth on Schedule 5.10 or 5.13, there are no material claims, actions, suits or proceedings, pending or, to the knowledge of the Stockholders, threatened against or affecting, the Company, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over it and no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company, and, to the knowledge of the Stockholders, there is no basis for any such claim, action, suit or proceeding. The Company has conducted and is now conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable federal, state and local statutes, ordinances, orders, approvals, variances, rules and regulations, including all such orders and other governmental approvals set forth on Schedules 5.12 and 5.13, except where any such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect.
Appears in 27 contracts
Samples: Agreement and Plan of Organization (Transportation Components Inc), Merger Agreement (Landcare Usa Inc), Merger Agreement (Transportation Components Inc)
CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth in the Draft Registration Statement or on Schedule 5.21 or 5.136.8 hereto, and except for violations which, either singly or in the aggregate, have not had and will not have (a) neither LandCARE nor any Material Adverse Effect, the Company Subsidiary of LandCARE is not in violation of any law or regulation or any order of any court or Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over it; and except to the extent set forth on Schedule 5.10 or 5.13any of them which would have a Material Adverse Effect, (b) there are no material claims, actions, suits or proceedings, pending or, to the knowledge of the StockholdersLandCARE or Newco, threatened against or affecting, the CompanyLandCARE or any Subsidiary of LandCARE, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over it any of them, and (c) no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company, and, to the knowledge of the Stockholders, there is no basis for any such claim, action, suit LandCARE or proceedingNewco. The Company has LandCARE and its Subsidiaries have conducted and is now are conducting its business their respective businesses in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable federalFederal, state and local statutes, ordinances, permits, licenses, orders, approvals, variances, rules and regulations, including all such orders regulations and other governmental approvals set forth on Schedules 5.12 and 5.13, except where are not in violation of any such noncompliance, individually or in of the aggregate, foregoing which would not have a Material Adverse Effect.
Appears in 6 contracts
Samples: Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc), Merger Agreement (Landcare Usa Inc)
CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth on Schedule 5.21 or Schedule 5.13, and except for violations which, either singly or in the aggregate, have not had and will not have any Material Adverse Effect, the Company COMPANY is not in violation of any law or regulation or any order of any court or Federalfederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over itCOMPANY which would have a Material Adverse Effect; and except to the extent set forth on Schedule 5.10 5.10, Schedule 5.13 or 5.13Schedule 5.21, there are no material claims, actions, suits or proceedings, pending or, to the best knowledge and belief of COMPANY and the StockholdersSTOCKHOLDERS after due inquiry, threatened against or affecting, the CompanyCOMPANY, at law or in equity, or before or by any Federalfederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over it COMPANY, and no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company, and, to the knowledge of the Stockholders, there is no basis for any such claim, action, suit or proceedingreceived. The Company COMPANY has conducted and is now conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable federal, state and local statutes, ordinances, permits, licenses, orders, approvals, variances, rules and regulations, including all such permits, licenses, orders and other governmental approvals set forth on Schedules 5.12 and 5.13, except where and is not in violation of any such noncompliance, individually or in of the aggregate, foregoing which would not have a Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Organization (Marinemax Inc), Agreement and Plan of Organization (Marinemax Inc), Agreement and Plan of Organization (Marinemax Inc)
CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth on Schedule 5.21 or 5.13, and except for violations whichneither the COMPANY nor, either singly or in to the aggregateknowledge of the COMPANY, have not had and will not have any Material Adverse Effect, client of the Company COMPANY is not in violation of of, or has violated, any law or regulation or any order of any court or Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over itany of them which would have a Material Adverse Effect on the COMPANY; and except to the extent set forth on Schedule 5.10 or 5.13, there are no material claims, actions, suits or proceedings, pending commenced or, to the knowledge of the StockholdersCOMPANY, threatened threatened, against or affecting, affecting the CompanyCOMPANY, at law or in equity, or before or by any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over it any of them and no notice of any claim, action, suit or proceedingpro ceeding, whether pending or threatened, has been received by the Companyreceived. The COMPANY has, and, to the knowledge of the StockholdersCOMPANY, there is no basis for any such claimeach of its clients has, action, suit or proceeding. The Company has conducted and is now conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable federalFederal, state and local statutes, ordinances, permits, licenses, orders, approvals, variancesvari ances, rules and regulations, including all such permits, licenses, orders and other governmental approvals set forth on Schedules 5.12 and 5.13, except where and is not in violation of any such noncompliance, individually or in of the aggregate, would not foregoing which might have a Material Adverse EffectEffect on the COMPANY.
Appears in 4 contracts
Samples: Agreement and Plan (Nationwide Staffing Inc), Merger Agreement (Nationwide Staffing Inc), Merger Agreement (Nationwide Staffing Inc)
CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth on Schedule 5.21 or Schedule 5.13, and except for violations which, either singly or in the aggregate, have not had and will not have any Material Adverse Effect, the Company COMPANY is not in violation of any law or regulation or any order of any court or Federalfederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over itCOMPANY which would have a Material Adverse Effect; and except to the extent set forth on Schedule 5.10 5.10, Schedule 5.13 or 5.13Schedule 5.21, there are no material claims, actions, suits or proceedings, pending or, to the best knowledge and belief of COMPANY and the StockholdersSTOCKHOLDER after due inquiry, threatened against or affecting, the CompanyCOMPANY, at law or in equity, or before or by any Federalfederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over it COMPANY, and no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company, and, to the knowledge of the Stockholders, there is no basis for any such claim, action, suit or proceedingreceived. The Company COMPANY has conducted and is now conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable federal, state and local statutes, ordinances, permits, licenses, orders, approvals, variances, rules and regulations, including all such permits, licenses, orders and other governmental approvals set forth on Schedules 5.12 and 5.13, except where and is not in violation of any such noncompliance, individually or in of the aggregate, foregoing which would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Marinemax Inc)
CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth on Schedule 5.21 or Schedule 5.13, and except for violations which, either singly or in the aggregate, have not had and will not have any Material Adverse Effect, the Company COMPANY is not in violation of any law or regulation or any order of any court or Federalfederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over itCOMPANY which would have a Material Adverse Effect; and except to the extent set forth on Schedule 5.10 5.10, Schedule 5.13 or 5.13Schedule 5.21, there are no material claims, actions, suits or proceedings, pending or, to the best knowledge and belief of COMPANY and the StockholdersSTOCKHOLDERS after due inquiry, threatened against or affecting, the CompanyCOMPANY, at law or in equity, or before or by any Federalfederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over it COMPANY, and no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company, and, to the knowledge of the Stockholders, there is no basis for any such claim, action, suit or proceedingreceived. The Company COMPANY has conducted and is now conducting its business in substantial compliance with the requirements, standards, criteria and conditions set forth in applicable federal, state and local statutes, ordinances, permits, licenses, 18 24 orders, approvals, variances, rules and regulations, including all such permits, licenses, orders and other governmental approvals set forth on Schedules 5.12 and 5.13, except where and is not in violation of any such noncompliance, individually or in of the aggregate, foregoing which would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Marinemax Inc)