Common use of CONFORMITY WITH LAW; LITIGATION Clause in Contracts

CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth in the Draft Registration Statement, neither Home 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 Home or Newco, threatened against or affecting, Home 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. Home 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: Merger Agreement (Homeusa Inc), Merger Agreement (Homeusa Inc), Agreement and Plan of Organization (Homeusa Inc)

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CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth in the Draft Registration Statementon Schedule 6.8, neither Home METALS 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 Home METALS or NewcoNEWCO, threatened against or affecting, Home METALS 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. Home METALS 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: Merger Agreement (Metals Usa Inc), Merger Agreement (Metals Usa Inc), Agreement and Plan of Organization (Metals Usa Inc)

CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth in the Draft Registration Statementon Schedule 6.8, neither Home CEI nor Newco NEWCO is in violation of any law or regulation which violation would have a Material Adverse Effect, or of 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 Effectthem; 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 Home CEI or NewcoNEWCO, threatened threatened, against or affecting, Home affecting CEI 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. Home CEI 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 Effectforegoing.

Appears in 2 contracts

Samples: Merger Agreement (Collectibles Usa Inc), Merger Agreement (Collectibles Usa Inc)

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CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth in the Draft Registration Statementon Schedule 6.7, neither Home PC nor Newco either 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 any 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 Home PC or Newcothe NEWCOS, threatened threatened, against or affecting, Home affecting PC or Newcoeither 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. Home PC and Newco the NEWCOS 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 1 contract

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

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