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.

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.

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.

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.

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.

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.

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.

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.

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.

CONFORMITY WITH LAW; LITIGATION. (a) Except as set forth on SCHEDULE 2.16, there are no claims, actions, suits or proceedings pending orSchedule 3.23, to the best knowledge of the Stockholders------------- Partnership and the Target Companies, threatenedthe Target Companies are not in violation of, against or affecting nor have they been given notice of the Company (as any of its officers and directors in their capacities as such), at law or in equityviolation of, or before charged with any violation of, any law, rule, regulation, statute, ordinance of the type normally applicable to the Target Companies or by order of any federalcourt or Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over the Company. Target Companies which would have a Material Adverse Effect on the Target Companies; (b) Except as to the extent set forth on SCHEDULE 2.16Schedule 3.23, there are no notice of any claim------------- claims, actionactions, suit suits or proceedingproceedings, whether pending or threatened, has been received by the Company during the last five years andor, to the best knowledge of the StockholdersPartnership and the Target Companies, there is no basis therefor. Except as set forth on SCHEDULE 2.16threatened, there are no outstanding judgments, orders, writs, injunctions against or decrees against the Company. Except as set forth on SCHEDULE 2.16affecting, the Company has conducted and now conducts its business in material compliance with all lawsTarget Companies, regulations, writs, injunctions, decrees and orders applicable to the Company or its assets. The Company is not in violation of any material at law or regulation in equity, before or by any order of any court or federalFederal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over any of themthem and no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Partnership or the Target Companies. (c) Except as set forth on Schedule 3.23, neither the Partnership nor ------------- any of the Target Companies are subject to any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator which prohibits or restricts the consummation of the transactions contemplated hereby or would have a Material Adverse Effect on any Target Company. The To the best knowledge of the Partnership and the Target Companies, each Target Company 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, including all such permits, licenses, orders and other governmental approvals set forth on SCHEDULES 2.8 and 2.9Schedule 3.23, except where any such noncompliance, ------------- individually or in the aggregate, would not have a Material Adverse Effect on such Target Company.

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.

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.

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.

CONFORMITY WITH LAW; LITIGATION. (a) Except as set forth on SCHEDULE 2.165.22(A), there are no claims, actions, suits or proceedings pending or, to the best knowledge of the Stockholders, threatened, against or affecting neither the Company (as nor 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 Subsidiary 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 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 themwhich would have a Material Adverse Effect on the Company and its Subsidiaries take as a whole. The Company and each of its Subsidiaries 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 regulations and other governmental approvals is not in violation of any of the foregoing which might have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (b) Except as set forth on SCHEDULES 2.8 SCHEDULE 5.22(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 or any Subsidiary 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 2.9no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by the Company or any of its Subsidiaries which might have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. 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 any Subsidiary or against any of their properties or businesses which might have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (c) Green has not at any time: (i) committed any criminal act (expect for minor traffic violations); (ii) engaged in acts of fraud, dishonesty, gross negligence or moral turpitude; (iii) filed for personal bankruptcy; of

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.

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.

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.

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.

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.