Legal Proceedings and Compliance with Law. (a) Except as disclosed on Schedule 4.14(a), there is no Litigation that is pending or, to the Knowledge of BBT or a Selling Entity, threatened against or related to BBT or a Selling Entity with respect to the Business or the Purchased Assets. There has been no Default under any Law applicable to the Purchased Assets or the Business, including any Law relating to protection or quality of the environment, except for any Defaults that have been cured, and neither BBT nor any Selling Entity has received any notices from any governmental entity regarding any alleged Default or investigation under any written order, instruction or direction pursuant to any Law except those that have been cured. Since January 1, 1996, there has been no Default with respect to any Court Order applicable to BBT or a Selling Entity.
(b) Without limiting the generality of Section 4.14(a), except as described on Schedule 4.14(b), to the Knowledge of BBT or the Selling Entities there has not been any Environmental Condition (i) at any premises at which the Business is currently conducted, (ii) at any property owned, leased or operated at any time by BBT or a Selling Entity (or any predecessor of BBT or a Selling Entity) or any Person controlling or controlled by any Affiliate of BBT or a Selling Entity, or (iii) at any property at which wastes have been deposited or disposed by or at the behest or direction of BBT or a Selling Entity (or any predecessor of BBT or a Selling Entity) or any Person controlled by any Affiliate of BBT or a Selling Entity, nor has BBT or any Selling Entity received written notice of any such Environmental Condition or any investigation, to determine whether any such Environmental Condition exists. "Environmental Condition" means any condition or circumstance, including the presence of Hazardous Substances, whether created by BBT or a Selling Entity (or any predecessor of BBT or a Selling Entity) or any third party, at or relating to any such property or premises that would (x) require abatement or correction under an Environmental Law, (y) give rise to any civil or criminal liability under an Environmental Law or (z) create a public or private nuisance. "Environmental Law" means all Laws and Court Orders relating to protection or quality of the environment as well as any principles of common law under which a Person may be held liable for the release or discharge of any materials into the environment.
Legal Proceedings and Compliance with Law. Except as set forth in Exhibit 11.12, SKYLYNX has not received notice of any legal, administrative, arbitration or other proceeding or governmental investigation pending or threatened (including those relating to the health, safety, employment of labor, or protection of the environment) pertaining to SKYLYNX which might result in the aggregate in money damages payable by SKYLYNX in excess of insurance coverage or which might result in a permanent injunction against SKYLYNX. Except as set forth in such Exhibit 11.12, SKYLYNX has substantially complied with, and is not in default in any respect under any laws, ordinances, requirements, regulations, or orders applicable to the business of SKYLYNX, the violation of which might materially and adversely affect it. Except as set forth in such Exhibit 11.12, SKYLYNX is not a party to any agreement or instrument, nor is it subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule, regulation, code or ordinance which materially and adversely affects, or might reasonably be expected materially and adversely to affect the business, operations, prospects, property, assets or condition, financial or otherwise, of SKYLYNX.
Legal Proceedings and Compliance with Law. (a) Except as set forth in Schedule 4.15(a), (i) there is no Legal Proceeding that is pending or, to the Company’s knowledge, threatened against any Company Group Member; (ii) there has been no Default under any Laws, including Environmental Laws, applicable to the Business and no Company Group Member has received any notice from any Governmental Entity regarding any alleged Defaults applicable to any Company Group Member under any Laws; and (iii) there has been no Default with respect to any Court Order applicable to any Company Group Member.
(b) Except as set forth on Schedule 4.15(b):
(i) Each Company Group Member is, and at all times has been, in full compliance with, and has not been and is not in violation of or liable under, any Environmental Law; and no Stockholders or Company Group Member has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held to be responsible received, any actual or threatened Order, notice or other communication from (i) any Governmental Entity or private citizen acting in the public interest, or (ii) the current or prior owner or operator of any Real Property or Assets, of any actual or potential violation of or failure to comply with any Environmental Law, or of any actual or threatened obligation to undertake or bear the cost of any Environmental Liabilities with respect to any of the Real Property or any other properties or Assets in which any Company Group Member has had an interest, or with respect to any property or Real Property at or to which Hazardous Substances were generated, manufactured, refined, transferred, imported, used or processed by any Company Group Member or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Substances have been transported, treated, stored, handled, transferred, disposed, recycled, or received; and
(ii) The Company has delivered or made available to Buyer complete copies of all final written reports, studies or assessments in the possession or control of the Company Group Members, any Affiliate or any agents thereof that relate to any environmental condition on the Real Property. Schedule 4.15(b) identifies any other final reports, studies or assessments that relate to any environmental condition on the Real Property of which any Seller Party has knowledge.
Legal Proceedings and Compliance with Law. Except as set forth in Exhibit 11.12, Vitro has not received notice of any legal, administrative, arbitration or other proceeding or governmental investigation pending or threatened (including those relating to the health, safety, employment of labor, or protection of the environment) pertaining to Vitro which might result in the aggregate in money damages payable by Vitro in excess of insurance coverage or which might result in a permanent injunction against Vitro. Except as set forth in such Exhibit 11.12, Vitro has substantially complied with, and is not in default in any respect under any laws, ordinances, requirements, regulations, or orders applicable to the business of Vitro, the violation of which might materially and adversely affect it. Except as set forth in such Exhibit 11.12, Vitro is not a party to any agreement or instrument, nor is it subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule, regulation, code or ordinance which materially and adversely affects, or might reasonably be expected materially and adversely to affect the business, operations, prospects, property, assets or condition, financial or otherwise, of Vitro.
Legal Proceedings and Compliance with Law. (a) Except as set forth on Schedule 3.15: (i) there is no Litigation that is pending or threatened against each of the Sellers and/or the Company, (ii) no Default exists under any Laws or Environmental Laws, and (iii) the Sellers and the Company has not received any notices from any governmental entity alleging any Defaults under any Laws or Environmental Laws, and the Sellers and the Company are not in Default of any Court Order.
(b) Without limiting the generality of Article 3.15(a), to each Sellers’s knowledge, there is not any Environmental Condition (i) at the premises at which the Business has been conducted by the Company, (ii) at any property owned, leased, occupied or operated at any time by the Company, or (iii) at any property at which wastes have been deposited or disposed of by or at the behest or direction of the Company, nor has the Company received written notice of any such Environmental Condition. “Environmental Condition” means any condition or circumstance, including the presence of Hazardous Substances, whether created by the Company or a third party, at or relating to any such property or premises specified in any of clauses (i) through (iii) above that did, does or may reasonably be expected to give rise to any civil or criminal liability on the part of the Company under an Environmental Law.
Legal Proceedings and Compliance with Law. Except as set forth in Exhibit 5.19, there is no legal, administrative, arbitration or other proceeding or governmental investigation pending or, to the Best Knowledge of the Company, threatened (including those relating to the health, safety, employment of labor, or protection of the environment) pertaining to the Company which might result in the aggregate in money damages payable by the Company in excess of insurance coverage or which might result in a permanent injunction against the Company. Except as set forth in Exhibit 5.19, the Company has substantially complied with, and is not in default in any respect under any laws, ordinances, requirements, regulations, or orders applicable to the Business, the violation of which might materially and adversely affect it. Except as set forth in such Exhibit, the Company is not a party to any agreement or instrument, nor is it subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule, regulation, code or ordinance which materially and adversely affects the Business or the Assets.
Legal Proceedings and Compliance with Law. (a) Except as set forth on Schedule 4.11(a), there is no Litigation that is pending or, to the Company’s knowledge, threatened in writing against the Company (i) against or involving directly or indirectly its business or (ii) challenging any of the transactions that would have a Material Adverse Effect on the business.
(b) Except as set forth on schedule 4.11(b), the Company is in compliance with all laws applicable to the business as presently conducted.
Legal Proceedings and Compliance with Law. (a) Except as disclosed on SCHEDULE 4.15, there is no Litigation that is pending or, to any Selling Party's knowledge, threatened against or related to the Company. There has been no Default under any Laws applicable to the Company, including Laws relating to pollution or protection of the environment, and no Company has received any notices from any governmental entity regarding any alleged Defaults under any Laws. There has been no Default with respect to any Court Order applicable the Company.
(b) Without limiting the generality of Section 4.15(a), except as described on SCHEDULE 4.15, there has not been any Environmental Condition (defined below) (i) at the premises at which the Business of the Company has been conducted, (ii) at any property owned, leased or operated at any time by the Company, any Person controlled by any Affiliate of the Company or any predecessor thereof, or (iii) at any property at which wastes have been deposited or disposed by or at the behest or direction of any of the foregoing, nor has the Company received written notice of any such Environmental Condition. "Environmental Condition" means any condition or circumstance, including the presence or release of Hazardous Substances, whether created by the Company or any third party, at or relating to any such property or premises that (i) requires investigation, monitoring, abatement or correction under an Environmental Law (defined below), (ii) gives rise to any civil or criminal liability under an Environmental Law, or (iii) has created a public or private nuisance. "Environmental Law" means all Laws and Court Orders relating to pollution or protection of the environment as well as any principles of common law under which a party may be held liable for the release or discharge of any materials into the environment.
Legal Proceedings and Compliance with Law. Except as set forth in Exhibit 6.20, Sierra Norte has not received notice of any legal, administrative, arbitration or other proceeding or governmental investigation pending or threatened (including those relating to the health, safety, employment of labor, or protection of the environment) pertaining to Sierra Norte which might result in the aggregate in money damages payable by Sierra Norte in excess of insurance coverage or which might result in a permanent injunction against Sierra Norte. Except as set forth in such Exhibit 6.20, Sierra Norte has substantially complied with, and is not in default in any respect under any laws, ordinances, requirements, regulations, or orders applicable to the business of Sierra Norte, the violation of which might materially and adversely affect it. Except as set forth in such Exhibit 6.20, Sierra Norte is not a party to any agreement or instrument, nor is it subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule, regulation, code or ordinance which materially and adversely affects, or might reasonably be expected materially and adversely to affect the business, operations, prospects, property, assets or condition, financial or otherwise, of Sierra Norte.
Legal Proceedings and Compliance with Law. (a) There is no Litigation that is pending or, to Seller's Knowledge, threatened against the Company. To the Seller's Knowledge, there has been no Default under any Laws applicable to the Company , including Laws relating to pollution or protection of the environment, and the Company have not received any notices from any governmental entity regarding any alleged Defaults under any Laws. There has been no Default with respect to any Court Order applicable to the Company.
