Common use of CONFORMITY WITH LAW; LITIGATION Clause in Contracts

CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth on Schedule 6.8, neither METALS nor NEWCO is 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 either of them which would have a Material Adverse Effect; and except to the extent set forth in Schedule 6.8, there are no material claims, actions, suits or proceedings, pending or, to the knowledge of METALS or NEWCO, threatened against or affecting, METALS or NEWCO, 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 either of them and no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received. METALS and NEWCO have conducted and are conducting their respective businesses 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 are not in violation of any of the foregoing which would have a Material Adverse Effect.

Appears in 8 contracts

Samples: Agreement and Plan of Organization (Metals Usa Inc), Agreement and Plan of Organization (Metals Usa Inc), Agreement and Plan of Organization (Metals Usa Inc)

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CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth on Schedule 6.8in the Draft Registration Statement, neither METALS Home nor NEWCO Newco is 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 either of them which would have a Material Adverse Effect; and except to the extent set forth in Schedule 6.8, there are no material claims, actions, suits or proceedings, pending or, to the knowledge of METALS Home or NEWCONewco, threatened against or affecting, METALS Home or NEWCONewco, 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 either of them and no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received. METALS Home and NEWCO Newco have conducted and are conducting their respective businesses 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 are not in violation of any of the foregoing which would have a Material Adverse Effect.

Appears in 8 contracts

Samples: Agreement and Plan of Organization (Homeusa Inc), Agreement and Plan of Organization (Homeusa Inc), Agreement and Plan of Organization (Homeusa Inc)

CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth on Schedule 6.86.7, neither METALS PC nor NEWCO is 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 either of them them, which violation would have a Material Adverse Effect; and except to the extent set forth in Schedule 6.86.7, there are no material claims, actions, suits or proceedings, pending or, to the knowledge of METALS PC or NEWCO, threatened threatened, against or affecting, METALS affecting PC or NEWCO, 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 either of them them, and no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received. METALS PC and NEWCO have conducted and are conducting their respective businesses 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 are not in violation of any of the foregoing foregoing, which would violation might have a Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Medical Manager Corp), Agreement and Plan of Reorganization (Medical Manager Corp)

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CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth on Schedule 6.87.7 or in the Draft Registration Statement, neither METALS Parent nor NEWCO Newco is 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 either of them which would have a Material Adverse Effect; and except to the extent set forth in Schedule 6.87.7, there are no material claims, actions, suits or proceedings, pending or, to the knowledge of METALS Parent or NEWCONewco, threatened threatened, against or affecting, METALS affecting Parent or NEWCONewco, 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 either of them and no notice of any claim, action, suit or proceeding, whether pending or threatened, has been received. METALS Parent and NEWCO Newco have conducted and are conducting 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 and are not in violation of any of the foregoing which would might have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement of Merger (Taylor & Martin Group Inc)

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