Common use of Legal Compliance Clause in Contracts

Legal Compliance. The Company, and the conduct and operations of its business, is in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The CompanyEach of the Company and the Subsidiaries, and the conduct and operations of its businesstheir respective businesses, is are in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. (a) The CompanyCompany has complied with all applicable laws, and the conduct and operations of its businessrules, is in compliance with each applicable law (including rules and regulations thereunder) of any federalregulations, stateorders, local licenses, judgments, writs, injunctions, decrees or foreign government, or any Governmental Entitydemands, except for any violations or defaults that, individually or in to the aggregate, have not had and extent that failure to so comply would not reasonably be expected to have materially adversely affect the assets, properties, liabilities, business affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a Company Material Adverse Effectconsolidated basis.

Legal Compliance. The CompanyEach of the Company and the Company Subsidiaries, and the conduct and operations of its businesstheir respective businesses, is are in compliance with each Law applicable law (including rules and regulations thereunder) of to the Company, any federal, state, local or foreign government, Company Subsidiary or any Governmental Entityof their properties or assets, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The CompanyEach of the Company and the Company Subsidiaries, and the conduct and operations of its businesstheir respective businesses, is are in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The Company, and the conduct and operations of its business, is are in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, or local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectgovernmental entity.

Legal Compliance. (i) The Company, and the conduct and operations of its business, is Company has complied in compliance all material respects with each applicable law all laws (including rules and regulations thereunder) of any federal, state, and local or foreign governmentgovernments (and all agencies thereof), and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against the Company alleging any Governmental Entityfailure to comply with any such law or regulation, except for any violations or defaults thatincluding those relating to the employment of labor, individually or in the aggregateemployee civil rights, have not had and would not reasonably be expected equal employment opportunities and relating to have a Company Material Adverse Effectantitrust matters.

Legal Compliance. The Company, Each of the Company and its Subsidiaries and the conduct and operations operation of its business, their respective business is and has been in compliance with each applicable law (including rules and regulations thereunder) Law of any federalGovernmental Entity that is applicable to the Company or its Subsidiaries or their respective businesses, state, local other than where the failure to be or foreign government, or any Governmental Entity, except for any violations or defaults that, to have been in compliance would not individually or in the aggregate, have not had and would not aggregate reasonably be expected to have a Company Material Adverse EffectEffect or materially impair the ability of the Company and its Subsidiaries to own and operate their respective properties, assets and businesses in the Ordinary Course.

Legal Compliance. The Company, Company and the conduct and operations each of its businesssubsidiaries, in all material respects, is in compliance with each and conducts its business in conformity with all applicable law (including rules and regulations thereunder) of any federal, state, local and foreign laws, rules and regulations of any court or foreign governmentgovernmental agency or body, or any Governmental Entityand, to the knowledge of the Company, except for any violations or defaults that, individually or as set forth in the aggregateRegistration Statement and the Prospectus, have not had and no prospective change in any of such federal or state laws, rules or regulations has been adopted which, when made effective, would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The Company, and the conduct and operations of its business, is are in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The Company, Company and the conduct and operations of its business, is business are in compliance with each Law applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, to the Company or any Governmental Entityof its properties or assets, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The Company, and the its conduct and operations of ---------------- its business, is in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations which (a) affects or defaults that, individually relates to this Agreement or in the aggregate, have not had and would not reasonably be expected transactions contemplated hereby or (b) is applicable to have a the Company Material Adverse Effector its business.

Legal Compliance. (a) The CompanyCompany is currently conducting, and the conduct and operations of has at all times conducted, its business, is businesses in compliance in all material respects with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity. The Company (including any Affiliates) has not received any notice or communication from any Governmental Entity (i) alleging noncompliance with any applicable law, except for rule or regulation or (ii) regarding any violations possible, pending or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectthreatened investigation by any Governmental Entity.

Legal Compliance. The Company, and the conduct and operations of its business, is are currently in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, which (i) affects or relates to this Agreement or the transactions contemplated hereby or (ii) is applicable to the Company or its business, except for any violations violation of or defaults that, individually or default under a law referred to in the aggregate, have not had and would not clause (ii) above which reasonably may be expected not to have a Company Material Adverse Effect.

Legal Compliance. (a) The Company, and the conduct and operations of its business, Company is in compliance with each with, and is not in violation of, applicable law (including rules and regulations thereunder) of any federal, state, local or foreign governmentstatutes, laws and regulations (including without limitation, any applicable building, zoning or other law, ordinance or regulation) affecting its properties or the operation of its business. The Company is not subject to any Governmental Entityorder, except for decree, judgment or other sanction of any violations court, administrative agency or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectother tribunal.

Legal Compliance. (i) The Company, and the conduct and operations of its business, is Company has complied in compliance all material respects with each applicable law all laws (including rules and regulations thereunder) of any federal, state, and local or foreign governmentgovernments (and all agencies thereof), and to the Knowledge of the Sellers and the Company, no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against the Company alleging any Governmental Entityfailure to comply with any such law or regulation, except for any violations or defaults thatincluding those relating to the employment of labor, individually or in the aggregateemployee civil rights, have not had and would not reasonably be expected equal employment opportunities and relating to have a Company Material Adverse Effectantitrust matters.

Legal Compliance. The Company, Company and the conduct and operations of its business, is business are in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, which (a) affects or relates to this Agreement or the transactions contemplated hereby or (b) is applicable to the Company or its business, except for any violations violation of or defaults that, individually or default under a law referred to in the aggregate, have not had and would not clause (b) above which reasonably may be expected not to have a Company Material Adverse EffectEffect on the Company.

Legal Compliance. The Company, Company has complied and the conduct and operations of its business, is in compliance with each all applicable law laws (including rules rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings and regulations charges thereunder) of any federal, state, local or and foreign government, or any Governmental Entitygovernments (and all agencies thereof), except for any violations or defaults thatwhere the failure to comply, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Legal Compliance. The Company, and the conduct and operations of its business, the Company is in compliance with each applicable law (including rules and regulations thereunder) of any federalnational, stateprovincial, territorial, local or foreign government, or any Governmental Entitygovernmental entity, except for any violations which (i) affects or defaults that, individually relates to this Agreement or in the aggregate, have not had and would not reasonably be expected transactions contemplated hereby; or (ii) is applicable to have a the Company Material Adverse Effector its business.

Legal Compliance. The Company, and the conduct and operations of its business, Company is in compliance in all material respects with each applicable law (including without limitation rules and regulations thereunder) of any federal, state, local state or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.local

Legal Compliance. The Company, Company and the conduct and operations of ---------------- its business, is business are and have been in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations Entity that (a) affects or defaults that, individually relates to this Agreement or in the aggregate, have not had and would not reasonably be expected transactions contemplated hereby or (b) is applicable to have a the Company Material Adverse Effector its business.

Legal Compliance. The Company, and the conduct and operations operation of ---------------- its business, is in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. 22 (a) The Company, and the conduct and operations of its business, is are in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, which is applicable to the Company or its business, except for any violations violation of or defaults that, individually or in the aggregate, have not had and would not default which reasonably may be expected not to have a Company Material Adverse Effect.

Legal Compliance. The Company, and the conduct and operations of its business, is in compliance with each Law applicable law (including rules and regulations thereunder) of any federal, state, local or foreign governmentto the Company, or any Governmental Entityof its properties or assets, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The Company, and the conduct and operations of its business, Company is in compliance with each all applicable law laws (including rules and regulations thereunder) currently in effect of any federal, state, state or local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in where the aggregate, have not had and failure to comply therewith would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The To the Company's knowledge, the Company and the conduct and operations of its business, is are in compliance with each applicable law all of the laws (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in governmental entity which are applicable to the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectCompany's business.

Legal Compliance. The Company, and the conduct and operations of its business, is in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, which (a) affects or relates to this Agreement or the transactions contemplated hereby or (b) is applicable to the Company or its business, except for any violations violation of or defaults that, individually or default under a law referred to in the aggregate, have not had and would not clause (b) which reasonably may be expected not to have a Company Material Adverse Effectmaterial adverse effect on the business, properties, operations, financial condition, assets or liabilities of the Company.

Legal Compliance. The Company, Company and the conduct and operations of its business, is business are and have been in material compliance with each applicable law all laws (including rules and regulations thereunder) of any federal, state, national or local or foreign government, or any Governmental Entity, except for any violations that (a) affects or defaults that, individually relates to this Agreement or in the aggregate, have not had and would not reasonably be expected transactions contemplated hereby or (b) is applicable to have a the Company Material Adverse Effector its business.

Legal Compliance. The Company, and the conduct and operations of its business, is in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, which (a) affects or relates to this Agreement or the transactions contemplated hereby or (b) is applicable to the Company or its business, except for any violations violation of or defaults that, individually or default under a law referred to in the aggregate, have not had and would not clause (b) above which reasonably may be expected not to have a Company Material Adverse Effectmaterial adverse effect on any of the assets, business, financial condition, results of operations or future prospects of the Company.

Legal Compliance. The Company, Company and the conduct and operations operation of its business, is in compliance with each Law applicable law (including rules and regulations thereunder) of any federal, state, local or foreign governmentto the Company, or any Governmental Entityof its properties or assets, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The Company, and the conduct and operations of its business, Company is in compliance in all material respects with each all applicable law (including statutes, laws, ordinances, rules and regulations thereunder) of any federal, statestate and local governments (and all agencies thereof), local or foreign governmentand no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Company alleging any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected failure so to have a Company Material Adverse Effectcomply.

Legal Compliance. The Company, and the conduct and operations of its ---------------- business, is in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, which (a) affects or relates to this Agreement or the transactions contemplated hereby or (b) is applicable to the Company or its business, except for any violations violation of or defaults that, individually or default under a law referred to in the aggregate, have not had and would not clause (b) above which reasonably may be expected not to have a Company Material Adverse Effectmaterial adverse effect on the business, properties, operations, financial condition, assets or liabilities of the Company.

Legal Compliance. The Company, and the conduct and operations of its businessbusinesses, is are in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local local, or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The Company, and the conduct and operations of its business, is are in compliance with each Law applicable law (including rules and regulations thereunder) of any federal, state, local or foreign governmentto the Company, or any Governmental Entityof its properties or assets, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The CompanyEach of the Company and the Subsidiaries, and the ---------------- conduct and operations of its businesstheir respective businesses, is are in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The Company, ’s operation of the Business is and the conduct and operations of its business, is has been in compliance with each applicable law Law (including rules and regulations thereunder) of any U.S. federal, foreign, state, regional, provincial or local or foreign government, or any Governmental Entity, except for any violations which (a) affects or defaults thatrelates to this Agreement or the transactions contemplated hereby and which, individually if not complied with, would impair the ability of the Parties to consummate the transactions contemplated hereby or in (b) is applicable to the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effector the Business.

Legal Compliance. The Except for matters relating to environmental matters (which are subject to Section 2.23 above), the Company, and the conduct and operations of its business, is are in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for and the Company has not received notice of any material violations or defaults that, individually or in of any of the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectabove.

Legal Compliance. The CompanyCompany has complied with all laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and the conduct and operations of its business, is in compliance with each applicable law (including rules and regulations charges thereunder) of any federal, state, local local, and foreign governmental entity (collectively, "Legal Requirements") applicable to it or foreign governmentits conduct, ownership, use, occupancy, or operation in respect of its business or properties, real or personal; nor has Company or any Governmental Entity, except for Seller received notice of any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a violation by Company Material Adverse Effectof any Legal Requirements.

Legal Compliance. The Company, and the conduct and operations of its business, is are each in compliance in all material respects with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The Company, and the conduct and operations of its ---------------- business, is in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, which (a) affects or relates to this Agreement or the transactions contemplated hereby or (b) is applicable to the Company or its business, except for any violations violation of or defaults that, individually or default under a law referred to in the aggregate, have not had and would not clause (b) which reasonably may be expected not to have a Company Material Adverse Effectmaterial adverse effect on the business, properties, operations, financial condition, assets or liabilities of the Company.

Legal Compliance. The Company, Company and the conduct and operations operation of its business, business is and has been in compliance with each applicable law (including rules rules, regulations and regulations administrative orders thereunder) of any federalGovernmental Entity that (a) affects or relates to this Agreement or the transac- tions contemplated hereby or (b) is applicable to the Company or its respective businesses, state, local other than where the failure to be or foreign government, or any Governmental Entity, except for any violations or defaults that, to have been in compliance would not individually or in the aggregate, have not had and would not reasonably be expected to aggregate have a Company Material Adverse EffectEffect or materially impair the ability of the Company to own and operate the properties, assets and business of the Company following the Closing in the ordinary course of business.

Legal Compliance. The Company, and the conduct and operations of its business, is in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.have

Legal Compliance. The Company, and the conduct and operations of its business, is are in compliance with each Law applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, to the Company or any Governmental Entityof its properties or assets, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The Company, and the conduct and operations operation of its business, is in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations which (a) affects or defaults that, individually relates to this Agreement or in the aggregate, have not had and would not reasonably be expected transactions contemplated hereby or (b) is applicable to have a the Company Material Adverse Effector business.

Legal Compliance. The Company, and the conduct and operations of its business, is are in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, which (a) affects or relates to this Agreement or the transactions contemplated hereby or (b) is applicable to the Company or business, except for any violations violation of or defaults that, individually or default under a law referred to in the aggregate, have not had and would not clause (b) above which reasonably may be expected not to have a Company Material Adverse Effectmaterial adverse effect on the assets, business, financial condition, results of operations or future prospects of the Company.

Legal Compliance. The Company, Company and the conduct and operations of its businessbusinesses, is are in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The Company, and the conduct and operations of its business, Company is in compliance in all material respects with each applicable law (including without limitation rules and regulations thereunder) of any federal, state, state or local government of the United States or of any foreign government, or any Governmental Entity, except for any violations currently in effect, which (a) affects or defaults that, individually relates to this Agreement or in the aggregate, have not had and would not reasonably be expected transactions contemplated hereby or (b) is applicable to have a Company Material Adverse Effectthe Assets.

Legal Compliance. The Each Company, and the conduct and operations of its business, is in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Legal Compliance. The Company, and the conduct and operations of its business, Company is in compliance with each all applicable law laws (including rules and regulations thereunder) of any federal, state, local state or foreign government, or any Governmental Entity, currently in effect, except for any violations or defaults such instances of noncompliance that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. None of the Company, the Seller or the Parent has received written notice of any material pending or threatened action, suit, proceeding, hearing, investigation, claim, demand or notice alleging any failure by the Company to so comply.

Legal Compliance. The Company, Company and the conduct and operations of its business, is ---------------- business are and have been in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations Entity that (a) affects or defaults that, individually relates to this Agreement or in the aggregate, have not had and would not reasonably be expected transactions contemplated hereby or (b) is applicable to have a the Company Material Adverse Effector its business.

Legal Compliance. The Company, and the conduct and operations of its business, is in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.. 2.22

Legal Compliance. The Company, and the conduct and operations of its business, Company is in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, which (a) affects or relates to this Agreement or the transactions contemplated hereby or (b) is applicable to the Company or its business, except for any violations or defaults that, individually or in the aggregate, have not had and where non-compliance would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company.