Common use of CONFORMITY WITH LAW; LITIGATION Clause in Contracts

CONFORMITY WITH LAW; LITIGATION. (a) Except as set forth on SCHEDULE 5.23(A), the Company is not in violation of any law or regulation or under any order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction which would have a Material Adverse Effect on the Company. The Company has conducted and is 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 and is not in violation of any of the foregoing which might have a Material Adverse Effect on the Company. (b) Except as set forth on SCHEDULE 5.23(B), as of the date of this Agreement, there are no claims, actions, suits or proceedings, pending or, to the knowledge of the Company, 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 which might have a Material Adverse Effect on the Company. As of the date of this Agreement, there are no judgments, orders, injunctions, decrees, stipulations or awards (whether rendered by a court or administrative agency or by arbitration) against the Company or against any of its properties or business which might have a Material Adverse Effect on the Company.

CONFORMITY WITH LAW; LITIGATION. (a) Except as to the extent set forth on SCHEDULE 5.23(A)Schedule 5.21 or 5.13, neither the Company COMPANY nor, to the knowledge of the COMPANY, any client of the COMPANY is not in violation of of, or has violated, any law or regulation or under any order of any court or federalFederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over any of them which would have a Material Adverse Effect on the CompanyCOMPANY; and except to the extent set forth on Schedule 5.10 or 5.13, there are no material claims, actions, suits or proceedings, commenced or, to the knowledge of the COMPANY, 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 any of them and no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received. The Company has COMPANY has, and, to the knowledge of the COMPANY, each of its clients has, conducted and is 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, variances, rules and regulations regulations, including all such permits, licenses, orders and other governmental approvals set forth on Schedules 5.12 and 5.13, and is not in violation of any of the foregoing which might have a Material Adverse Effect on the CompanyCOMPANY. (b) Except as set forth on SCHEDULE 5.23(B), as of the date of this Agreement, there are no claims, actions, suits or proceedings, pending or, to the knowledge of the Company, 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 which might have a Material Adverse Effect on the Company. As of the date of this Agreement, there are no judgments, orders, injunctions, decrees, stipulations or awards (whether rendered by a court or administrative agency or by arbitration) against the Company or against any of its properties or business which might have a Material Adverse Effect on the Company.

CONFORMITY WITH LAW; LITIGATION. (a) Except as set forth on SCHEDULE 5.23(A), the Company is not in violation of any law or regulation or under any order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction which would have a Material Adverse Effect on the Company. The Company has conducted and is 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 and is not in violation of any of the foregoing which might have a Material Adverse Effect on the Company. (b) Except as set forth on SCHEDULE 5.23(B), as of the date of this Agreement, there are no claims, actions, suits or proceedings, pending or, to the knowledge of the Company, 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 which might have a Material Adverse Effect on the Company. As of the date of this Agreement, there are no judgments, orders, injunctions, decrees, stipulations or awards (whether rendered by a court or administrative agency or by arbitration) against the Company or against any of its properties or business which might have a Material Adverse Effect on the Company.. 18

CONFORMITY WITH LAW; LITIGATION. (a) Except as to the extent set forth on SCHEDULE 5.23(A)Schedule 5.21, the Company COMPANY is not in violation of any law or regulation or under any order of any court or federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over any of them which would have a Material Adverse Effect on the CompanyEffect. The Company COMPANY has conducted and is conducting its business in substantial compliance with the requirements, standards, criteria standards and conditions set forth in applicable federal, provincial, state and local statutes, ordinances, permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing which might would have a Material Adverse Effect on the CompanyEffect. (b) Except as to the extent set forth on SCHEDULE 5.23(B)in Schedule 5.10 or Schedule 5.21, as of the date of this Agreement, COMPANY is not a party to any litigation and there are no claims, actions, suits or proceedings, pending or, to the knowledge of the CompanyCOMPANY, threatened threatened, against or affecting the Company COMPANY, at law or in equity, or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over it any of them which would have a -42- 50 Material Adverse Effect, and no notice of any such claim, action, suit or proceeding, whether pending or threatened, has been received received. The COMPANY is not subject to any existing judgments which might would have a Material Adverse Effect on Effect, or which could adversely affect the Company. As COMPANY'S or the STOCKHOLDERS' ability to effectuate the transactions contemplated hereby; nor has the COMPANY received any written inquiry from any agency of the date federal, provincial or any state or local government about the transactions contemplated herein, or about any violation or possible violation of this Agreementany law, there are no judgments, orders, injunctions, decrees, stipulations regulation or awards (whether rendered by a court or administrative agency or by arbitration) against the Company or against any of ordinance affecting its properties or business which might have a Material Adverse Effect on the Companybusiness.

CONFORMITY WITH LAW; LITIGATION. (a) Except as to the extent set forth on SCHEDULE 5.23(A)Schedule 5.21, the Company COMPANY is not in violation of any law or regulation or under any order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over any of them which would have a Material Adverse Effect on the CompanyEffect. The Company COMPANY has conducted and is 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 and is not in violation of any of the foregoing which might would have a Material Adverse Effect on the CompanyEffect. (b) Except as to the extent set forth on SCHEDULE 5.23(B)in Schedule 5.10 or Schedule 5.21, as of the date of this Agreement, COMPANY is not a party to any litigation and there are no claims, actions, suits or proceedings, pending or, to the knowledge of the CompanyCOMPANY, threatened threatened, against or affecting the Company 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 any of them which would have a Material Adverse Effect, and no notice of any such claim, action, suit or proceeding, whether pending or threatened, has been received received. The COMPANY is not subject to any existing judgments which might would have a Material Adverse Effect on Effect, or which could adversely affect the Company. As COMPANY'S or the STOCKHOLDERS' ability to effectuate the transactions contemplated hereby; nor has the COMPANY received any written inquiry from any agency of the date federal or any state or local government about the transactions contemplated herein, or about any violation or possible violation of this Agreementany law, there are no judgments, orders, injunctions, decrees, stipulations regulation or awards (whether rendered by a court or administrative agency or by arbitration) against the Company or against any of ordinance affecting its properties or business which might have a Material Adverse Effect on the Companybusiness.