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 Pentacon 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 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 Pentacon or Newco, threatened against or affecting, Pentacon 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. Pentacon 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, in any material respect, of any of the foregoing.

Appears in 10 contracts

Samples: Merger Agreement (Pentacon Inc), Agreement and Plan of Organization (Pentacon Inc), Merger Agreement (Pentacon Inc)

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CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth in the Draft Registration Statementon Schedule 6.8, neither Pentacon VPI nor Newco any NEWCO is in violation of any law or regulation regulation, or of 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 them; and except to the extent set forth in on Schedule 6.8, there are no material claims, actions, suits or proceedings, pending or, to the knowledge of Pentacon VPI or Newcothe NEWCOS, threatened threatened, against or affecting, Pentacon affecting VPI or Newcothe NEWCOS, 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. Pentacon VPI 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 Federalfederal, state and local statutes, ordinances, permits, licenses, orders, approvals, variances, rules and regulations and are not in violation, in any material respect, violation of any of the foregoing.

Appears in 4 contracts

Samples: Agreement and Plan of Organization (Vacation Properties International Inc), Merger Agreement (Vacation Properties International Inc), Agreement and Plan of Organization (Vacation Properties International Inc)

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CONFORMITY WITH LAW; LITIGATION. Except to the extent set forth in the Draft Registration Statementon Schedule 6.8, neither Pentacon VPI nor Newco NEWCO is in violation of any law or regulation regulation, or of any order of any court or Federalfederal, provincial, Canadian, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over either of them them; and except to the extent set forth in on Schedule 6.8, there are no material claims, actions, suits or proceedings, pending or, to the knowledge of Pentacon VPI or NewcoNEWCO, threatened threatened, against or affecting, Pentacon affecting VPI 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. Pentacon VPI 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 state, foreign and local statutes, ordinances, permits, licenses, orders, approvals, variances, rules and regulations and are not in violation, in any material respect, violation of any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Organization (Vacation Properties International Inc)

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