Common use of CONFORMITY WITH LAW; LITIGATION Clause in Contracts

CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE 2.16, there are no claims, actions, suits or proceedings pending or, to the best knowledge of the Stockholders, threatened, against or affecting the Company (as any of its officers and directors in their capacities as such), 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 the Company. Except as set forth on SCHEDULE 2.16, no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best knowledge of the Stockholders, there is no basis therefor. Except as set forth on SCHEDULE 2.16, there are no outstanding judgments, orders, writs, injunctions or decrees against the Company. Except as set forth on SCHEDULE 2.16, the Company has conducted and now conducts its business in material compliance with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company is not in violation of any material 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 any of them. 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES 2.8 and 2.9.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc), Stock Purchase Agreement (Landcare Usa Inc)

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CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE 2.16, there are no claims, actions, suits or proceedings pending or, to the best knowledge of the StockholdersStockholder, threatened, against or affecting the Company (as any of its officers and directors in their capacities as such), 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 the Company. Except as set forth on SCHEDULE 2.16, no notice of any material unresolved claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best knowledge of the StockholdersStockholder, there is no basis therefor. Except as set forth on SCHEDULE 2.16, there are no outstanding judgments, orders, writs, injunctions or decrees against the Company. Except as set forth on SCHEDULE 2.16, the Company has conducted and now conducts its business in material compliance with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company is not in violation of any material 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 any of them. 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES 2.8 and 2.9.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc)

CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE 2.16, there are no claims, actions, suits or proceedings pending or, to the best knowledge of the StockholdersStockholder, threatened, against or affecting the Company (as any of its officers and directors in their capacities as such), 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 the Company. Except as set forth on SCHEDULE 2.16, no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best knowledge of the StockholdersStockholder, there is no basis therefor. Except as set forth on SCHEDULE 2.16, there are no outstanding judgments, orders, writs, injunctions or decrees against the Company. Except as set forth on SCHEDULE 2.16, the Company has conducted and now conducts its business in material compliance with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company is not in violation of any material 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 any of them. 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES 2.8 and 2.9.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc)

CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE Schedule 2.16, there are no claims, actions, suits or proceedings proceedings, pending or, to the best knowledge of the Stockholders, threatened, against or affecting the Company (as or any of its officers and or directors in their capacities as such), 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 the Company. Except as set forth on SCHEDULE 2.16, no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best knowledge of the Stockholders, there is no basis therefor. Except as set forth on SCHEDULE Schedule 2.16, there are no outstanding judgments, orders, writs, injunctions or decrees against or affecting the CompanyCompany or its assets. Except as set forth on SCHEDULE 2.16, the Company has conducted and now conducts its business in material compliance with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company is not in violation of any material 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 any of them. 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES Schedules 2.8 and 2.9.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Landcare Usa Inc), Stock Purchase Agreement (Landcare Usa Inc), Stock Purchase Agreement (Landcare Usa Inc)

CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE 2.16, there are no claims, actions, suits or proceedings pending or, to the best knowledge of the Stockholders, threatened, against or affecting the Company (as any of its officers and directors in their capacities as such), 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 the Company. Except as set forth on SCHEDULE 2.16, no notice of any unresolved claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best knowledge of the Stockholders, there is no basis thereforfor any such claim, action, suit or proceeding that would have a Material Adverse Effect on the Company. Except as set forth on SCHEDULE 2.16, there are no outstanding judgments, orders, writs, injunctions or decrees against the Company. Except as set forth on SCHEDULE 2.16, the Company has conducted and now conducts its business in material compliance with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company is not in violation of any material 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 any of them. 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES 2.8 and 2.9.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc)

CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE 2.16, there are no claims, actions, suits or proceedings pending or, to the best knowledge of the StockholdersStockholder, threatened, against or affecting the Company (as any of its officers and directors in their capacities as such), 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 the Company. SCHEDULE 2.16 also indicates which of such claims, actions, suits and proceedings are covered by insurance. Except as set forth on SCHEDULE 2.16, no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best knowledge of the StockholdersStockholder, there is no basis therefor. Except as set forth on SCHEDULE 2.16, there are no outstanding judgments, orders, writs, injunctions or decrees against the Company. Except as set forth on SCHEDULE 2.16, the Company has conducted and now conducts its business in material compliance with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company is not in violation of any material 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 any of them. 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES 2.8 and 2.9.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc)

CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE 2.16, there are no claims, actions, suits or proceedings pending or, to the best knowledge of the StockholdersStockholder, threatened, against or affecting the Company (as any of its officers and directors in their capacities as such), 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 the Company. Except as set forth on SCHEDULE 2.16, no notice of any unresolved claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best knowledge of the StockholdersStockholder, there is no basis therefor. Except as set forth on SCHEDULE 2.16, there are no outstanding judgments, orders, writs, injunctions or decrees against the Company. Except as set forth on SCHEDULE 2.16, the Company has conducted and now conducts its business in material compliance with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company is not in material violation of any material 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 any of them. 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES 2.8 and 2.9.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc)

CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE 2.16, there are no claims, actions, suits or proceedings pending or, to the best knowledge of the StockholdersStockholder, threatened, against or affecting the Company (as any of its officers and directors in their capacities as such), 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 the Company. Except as set forth on SCHEDULE 2.16, no unresolved notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best knowledge of the StockholdersStockholder, there is no basis therefor. Except as set forth on SCHEDULE 2.16, there are no outstanding judgments, orders, writs, injunctions or decrees against the Company. Except as set forth on SCHEDULE 2.16, the Company has conducted and now conducts its business in material compliance with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company is not in violation of any material 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 any of them. 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES 2.1, 2.8 and 2.9.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Landcare Usa Inc), Agreement and Plan of Merger (Landcare Usa Inc)

CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE 2.16Schedule 5.16, there are no claims, actions, suits or proceedings proceedings, pending or, to the best knowledge of the Stockholders, threatened, or threatened against or affecting the Company (as any of its officers and directors in their capacities as such)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 the Company. Except as set forth on SCHEDULE 2.16Schedule 5.16, no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best knowledge of the Stockholders, there is no basis therefor. Except as set forth on SCHEDULE 2.16Schedule 5.16, there are no outstanding judgments, orders, writs, injunctions and except for any failures to comply or decrees against violations that have not had and will not have a Material Adverse Effect or require any material expenditure by the Company. Except as set forth on SCHEDULE 2.16, the Company has conducted for the past five years and now conducts its business in material compliance with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company , and is not in violation of any material 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 any of them. The Company has conducted for the past five years 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES 2.8 Schedules 5.8 and 2.95.9.

Appears in 2 contracts

Samples: Agreement (Metals Usa Inc), Agreement (Metals Usa Inc)

CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE 2.16------------------------------- Schedule 3.15, there are no claims, actions, suits or proceedings proceedings, pending or, to the best knowledge of the Stockholders, threatened, or threatened against or affecting the Company (as any of its officers and directors in their capacities as such)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 Jurisdiction over the Company. Except as set forth on SCHEDULE 2.16Schedule 3.15, no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best knowledge of the Stockholders, and there is no basis therefor. Except as set forth on SCHEDULE 2.16, there are no outstanding judgments, orders, writs, injunctions or decrees against the Company. Except as set forth on SCHEDULE 2.16Schedule 3.15, the Company has conducted and now conducts its business in compliance in all material compliance respects with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company is not in violation of any material 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 any of them. 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES 2.8 and 2.9Schedule 3.8.

Appears in 1 contract

Samples: Stock Purchase Agreement (Metro Global Media Inc)

CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE 2.16, there are no claims, actions, suits or proceedings proceedings, pending or, to the best knowledge of the Stockholders, threatened, against or affecting the Company (as or any of its officers and or directors in their capacities as such), 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 the Company. Except as set forth on SCHEDULE 2.16, no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best knowledge of the Stockholders, there is no basis therefor. Except as set forth on SCHEDULE 2.16, there are no outstanding judgments, orders, writs, injunctions or decrees against or affecting the CompanyCompany or its assets. Except as set forth on SCHEDULE 2.16, the Company has conducted and now conducts its business in material compliance with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company is not in violation of any material 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 any of them. 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES Schedules 2.8 and 2.9.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

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CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE 2.16, there are no claims, actions, suits or proceedings pending or, to the best knowledge of the Stockholders, threatened, against or affecting the Company (as any of its officers and directors in their capacities as such), 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 the Company. Except as set forth on SCHEDULE 2.16, no notice of any unresolved claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best knowledge of the Stockholders, there is no reasonable basis therefor. Except as set forth on SCHEDULE 2.16, there are no outstanding judgments, orders, writs, injunctions or decrees against the Company. Except as set forth on SCHEDULE 2.16, the Company has conducted and now conducts its business in material compliance with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company is not in violation of any material 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 any of them. 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES 2.8 and 2.9.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE Schedule 2.16, there are no claims, actions, suits or proceedings proceedings, pending or, to the best knowledge of the StockholdersStephen W. Barley's actual knowledge, threatened, against or affecting the Company xxx Xxxxxxx (as any xx xxy of its officers and or directors in their capacities as such), 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 the Company. Except as set forth on SCHEDULE 2.16, no unresolved notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best actual knowledge of the StockholdersStephen W. Barley, there is no basis therefor. Except as set forth on SCHEDULE 2.16Xxxxxxxx 0.00, there xxere are no outstanding judgments, orders, writs, injunctions or decrees against or affecting the CompanyCompany or its assets. Except as set forth on SCHEDULE 2.16, after due inquiry, to Stephen W. Barley's actual knowledge, the Company has conducted and now conducts its business nox xxxxxxxx xxx xxxxness in material compliance with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company is not in violation of substantial compliance with any material 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 any of them. The Company them and 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES Schedules 2.8 and 2.9.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE Schedule 2.16, there are no claims, actions, suits or proceedings proceedings, pending or, to the best knowledge of the Stockholders, threatened, against or affecting the Company (as any of its officers and directors in their capacities as such)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 the Company. Except as set forth on SCHEDULE Schedule 2.16, no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best knowledge of the Stockholders, there is no basis therefor. Except as set forth on SCHEDULE Schedule 2.16, there are no outstanding judgments, orders, writs, injunctions or decrees against to the Company. Except as set forth on SCHEDULE 2.16best knowledge of the Stockholders, the Company has conducted for the past five years and now conducts its business in material compliance with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The To the best knowledge of the Stockholders, the Company is not in violation of any material 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 any of them. The To the best knowledge of the Stockholders, 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES Schedules 2.8 and 2.9.

Appears in 1 contract

Samples: Stock Purchase Agreement (Metals Usa Inc)

CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE 2.16, there are no claims, actions, suits or proceedings pending or, to the best knowledge of the StockholdersStockholder, threatened, against or affecting the Company (as any of its officers and directors in their capacities as such), 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 the Company. Except as set forth on SCHEDULE 2.16, no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best knowledge of the StockholdersStockholder, there is no basis thereforfor any such claim, action, suit or proceeding that would have a Material Adverse Effect on the Company. Except as set forth on SCHEDULE 2.16, there are no outstanding judgments, orders, writs, injunctions or decrees against the Company. Except as set forth on SCHEDULE 2.16, the Company has conducted and now conducts its business in material compliance with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company is not in violation of any material 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 any of them. 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES 2.8 and 2.9.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Landcare Usa Inc)

CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE Schedule 2.16, there are no claims, actions, suits or proceedings proceedings, pending or, to the best knowledge of the StockholdersCompany, threatened, threatened against or affecting the Company (as Company, the Business or any of its officers and directors in their capacities as such)the Assets, 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 the Company, the Business or any of the Assets. Except as set forth on SCHEDULE Schedule 2.16, no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best knowledge of the Stockholders, and there is no basis therefor. Except as set forth on SCHEDULE 2.16, there are no outstanding judgments, orders, writs, injunctions or decrees against the Company. Except as set forth on SCHEDULE Schedule 2.16, the Company has conducted for the past five years and now conducts its business in material compliance with all laws, regulations, writs, injunctions, decrees and orders of governmental authorities applicable to the Company or its assets. The Company is not in violation of any material 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 any of themit. 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES Schedules 2.8 and 2.9, except where any failure to comply has not had and will not have a Material Adverse Effect or require any material expenditure in connection with the operation of the Business after the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Metals Usa Inc)

CONFORMITY WITH LAW; LITIGATION. Except as set forth on SCHEDULE Schedule 2.16, there are no claims, actions, suits or proceedings proceedings, pending or, to the best knowledge of the StockholdersStephen W. Barley's actual knowledge, threatened, against or affecting the Company affectinx xxx Xxxxxxx (as any xx xny of its officers and or directors in their capacities as such), 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 the Company. Except as set forth on SCHEDULE 2.16, no unresolved notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company during the last five years and, to the best actual knowledge of the StockholdersStephen W. Barley, there is no basis therefor. Except as set forth on SCHEDULE 2.16Xxxxxxxx 0.00, there xhere are no outstanding judgments, orders, writs, injunctions or decrees against or affecting the CompanyCompany or its assets. Except as set forth on SCHEDULE 2.16, after due inquiry, to Stephen W. Barley's actual knowledge, the Company has conducted and now conducts its business nxx xxxxxxxx xxx xxxiness in material compliance with all laws, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company is not in violation of substantial compliance with any material 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 any of them. The Company them and 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES Schedules 2.8 and 2.9.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landcare Usa Inc)

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