Common use of Legal Proceedings and Compliance with Law Clause in Contracts

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. (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 no 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, 19961994, 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. (a) Except as disclosed on Schedule 4.14(a)the Disclosure Letter, there is no Litigation that is pending or, to the Knowledge knowledge of BBT either Company or a Selling Entityeither Shareholder, threatened against or related to BBT or a Selling Entity with respect to the Business or the Purchased Assetseither Company. There has been no Default under any Law Regulation applicable to either Company, the Purchased Assets or the BusinessBusinesses, including any Law Regulation relating to pollution or protection or quality of the environment, except for any Defaults that have been curedcured without material cost, and neither BBT nor any Selling Entity no Company 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 Regulation except those that have been curedcured without material cost. Since January 1, 1996, there There has been no Default with respect to any Court Order applicable to BBT or a Selling Entity.either Company.. (b) Without limiting the generality of Section 4.14(a6.17(a), except as described on Schedule 4.14(b)Disclosure Letter, to the Knowledge of BBT or the Selling Entities there has not been any Environmental Condition (i) at any premises at which the Business Businesses of the Companies (or any predecessor of either Company) is currently conducted, (ii) at any property owned, leased or operated at any time by BBT or a Selling Entity either Company (or any predecessor of BBT or a Selling Entityeither Company) or any Person controlling or controlled by any Affiliate of BBT or a Selling Entityeither Company, 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 either Company (or any predecessor of BBT or a Selling Entityeither Company) or any Person controlled by any Affiliate of BBT or a Selling Entityeither Company, nor has BBT or any Selling Entity either Company received written notice of any such Environmental Condition or any investigation, to determine whether any such Environmental Condition existsCondition. "Environmental Condition" means any condition or circumstance, including the presence of Hazardous Substances, whether created by BBT or a Selling Entity either Company (or any predecessor of BBT or a Selling Entityeither Company) or any third party, at or relating to any such property or premises that would (xi) require abatement or correction under an Environmental Law, (yii) give rise to any civil or criminal liability under an Environmental Law Law, or (ziii) create a public or private nuisance. "Environmental Law" means all Laws Regulations and Court Orders relating to pollution or 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. (a) Except as disclosed set forth on Schedule 4.14(a4.9(a), there is no Litigation that is pending or, to the Knowledge Seller's knowledge without duty of BBT or a Selling Entityinquiry, threatened against or related to BBT or a Selling Entity Seller with respect to the Business or the Purchased Assets. There To Seller's knowledge, there has been no material Default under any Law applicable to the Purchased Assets or the BusinessAssets, 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 Seller has received any notices no notice from any governmental entity regarding any alleged Default or investigation under any written order, instruction or direction pursuant to to, any Law except those that have been curedLaw. Since January 1, 1996, there There has been no Default with respect to any Court Order applicable to BBT or a Selling Entitythe Purchased Assets. (b) Without limiting the generality of Section 4.14(a4.9(a), except as described on Schedule 4.14(b4.9(b), and subject to those items set forth in the Phase I Environmental Site Assessment Reports of the Real Property and the Leased Property dated May 4, 1998 and prepared by Xxxx Xxxxx, Jr. Ph.D., of Wetland and Environmental Services, to the Knowledge best of BBT or the Selling Entities Seller's knowledge without duty of inquiry, 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 Real Property 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 Entitythe Leased Property, nor has BBT or any Selling Entity Seller 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) the Seller or any third party, at or relating to any such property the Real Property or premises the Leased Property that would (xi) require abatement or correction under an Environmental Law, (yii) give rise to any civil or criminal liability under an Environmental Law Law, or (ziii) 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. (a) Except as disclosed on Schedule 4.14(a)the ACSYS Disclosure Schedule, there is no Litigation that is pending or, to the Knowledge knowledge of BBT or a Selling EntityACSYS, threatened against or related to BBT or a Selling Entity with respect to the Business or the Purchased AssetsACSYS. There has been no Default under any Law Regulation applicable to the Purchased Assets or the BusinessACSYS, including any Law Regulation relating to pollution or protection or quality of the environment, except for any Defaults that have been curedcured without material cost or that would not have a Material Adverse Effect, and neither BBT nor any Selling Entity ACSYS has not received any notices from any governmental entity regarding any alleged Default or investigation under any written order, instruction or direction pursuant to any Law Regulation except those that have been curedcured without material cost or that would not have a Material Adverse Effect. Since January 1, 1996, there has been no Default with respect ACSYS is not subject to any Court Order applicable to BBT or a Selling EntityOrder. (b) Without limiting the generality of Section 4.14(a5.13(a), except as described on Schedule 4.14(b)the ACSYS Disclosure Schedule, to the Knowledge of BBT or the Selling Entities there has not been any Environmental Condition (i) at any premises at which the Business business of ACSYS (or any predecessor of ACSYS) is currently conducted, (ii) at any property owned, leased or operated at any time by BBT or a Selling Entity ACSYS (or any predecessor of BBT or a Selling EntityACSYS) or any Person controlling or controlled by any Affiliate of BBT or a Selling EntityACSYS, 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 ACSYS (or any predecessor of BBT or a Selling EntityACSYS) or any Person controlled by any Affiliate of BBT or a Selling EntityACSYS, nor has BBT or any Selling Entity ACSYS received written notice of any such Environmental Condition Condition. (c) ACSYS has delivered to the Shareholders correct and complete copies of any written reports, studies or assessments in the possession or control of ACSYS that relate to any investigation, to determine whether any such Environmental Condition exists. "Environmental Condition" means any condition . ACSYS knows of no other written reports, studies or circumstance, including the presence of Hazardous Substancesassessments, whether created by BBT or a Selling Entity (not in the possession or any predecessor control of BBT or a Selling Entity) or any third partyACSYS, at or relating that relate to any such property or premises that Environmental Condition. (d) Except in those cases where the failure would (x) require abatement or correction under an Environmental Lawnot have a Material Adverse Effect, (yi) give rise to any civil or criminal liability under an Environmental Law or ACSYS has obtained and is in full compliance with all Permits that are required for the operations currently conducted by ACSYS, (zii) create a public or private nuisance. "Environmental Law" means all Laws and Court Orders relating to protection or quality of the environment Permits are currently valid and in full force and (iii) ACSYS has filed such timely and complete renewal applications as well as any principles of common law under which a Person may be held liable for required with respect to its Permits. To the release knowledge of ACSYS, no revocation, cancellation or discharge withdrawal of any materials into the environmenta Permit has been threatened.

Legal Proceedings and Compliance with Law. (a) Except as disclosed on Schedule 4.14(a), there There is no Litigation that is pending or, to the Knowledge of BBT or a any Selling EntityParty's knowledge, threatened against or related to BBT or a Selling Entity with respect to the Seller, the Business or the Purchased Assets. There has been no Default under any Law Regulations applicable to the Purchased Seller with respect to the Assets or the Business, including any Law Regulations relating to pollution or protection or quality of the environment, except for any Defaults that have been curedthat, and neither BBT nor any Selling Entity has received any notices from any governmental entity regarding any alleged Default in the aggregate, are not material to the Business or investigation under any written order, instruction or direction pursuant to any Law except those that have been curedthe Assets. Since January 1, 1996, there There has been no Default with respect to any Court Order applicable to BBT the Seller with respect to the Business or a Selling Entitythe Assets. (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 (idefined below) at any or relating to the premises at which the Business is currently has been conducted, (ii) or at or relating to any property owned, leased or operated at by the Seller or any time by BBT or a Selling Entity Affiliate of Seller (or any predecessor of BBT or a Selling Entitythereof) or at any Person controlling or controlled by any Affiliate of BBT or a Selling Entitytime, or (iii) at or relating to any property at which wastes have been deposited or disposed by or at the behest or direction of BBT the Seller 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 Entitythe Seller, nor has BBT the Seller or any Selling Entity Affiliate of the Seller received written notice of any such Environmental Condition or any investigation, to determine whether any such Environmental Condition existsCondition. "Environmental Condition" means any condition or circumstance, including the presence of Hazardous Substances, whether created by BBT or a Selling Entity (or the Seller, any predecessor Affiliate of BBT or a Selling Entity) the Seller or any third party, at or relating to any such property or premises that would is reasonably likely to (xi) require abatement or correction under an Environmental LawLaw (defined below), (yii) give rise to any civil or criminal liability under an Environmental Law Law, or (ziii) create a public or private nuisance, including the presence or release of asbestos, PCBs, hazardous substances, radioactive waste or radon in amounts that would require any such abatement or correction described in clause (i), give rise to any such civil or criminal penalty described in clause (ii) or create any such public or private nuisance specified in clause (iii). "Environmental Law" means all Laws currently effective Regulations and currently effective Court Orders relating to pollution or protection or quality of the environment as well as any currently effective principles of common law under which a Person party may be held liable for the release or discharge of any materials into the environment.

Legal Proceedings and Compliance with Law. (a) Except as disclosed on Schedule 4.14(a)set forth in the Disclosure Letter, there is no Litigation that is pending or, to the Knowledge knowledge of BBT or a Selling EntitySeller, threatened against or related to BBT or a Selling Entity Seller which is related to the operation of the Business. The Seller has conducted the Business in compliance with respect all Laws applicable to the Business or the Purchased Assetsexcept where non-compliance would not have a Material Adverse Effect. There The Seller 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 not received any notices notice 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 curedcured without material cost or that would not have a Material Adverse Effect. Since January 1, 1996, there There has been no Default with respect to any Court Order applicable to BBT or a Selling EntitySeller. (b) Without limiting the generality of Section 4.14(a), except as described on Schedule 4.14(b4.13(a), to the Knowledge knowledge of BBT or Seller, except as set forth in the Selling Entities Disclosure Letter, there has not been any is no 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) the Seller or any Person controlling or controlled by any Affiliate of BBT or a Selling EntitySeller, 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) Seller or any Person controlled by any Affiliate of BBT or a Selling EntitySeller, nor has BBT or any Selling Entity Seller received written notice of any such Environmental Condition in either case which would or any investigation, to determine whether any such Environmental Condition existscould have a Material Adverse Affect. "Environmental Condition" means any condition or circumstance, including the presence of Hazardous Substances, whether created by BBT or a Selling Entity Seller (or any predecessor of BBT or a Selling EntitySeller) or any third party, at or relating to any such property or premises that would (xi) require abatement or correction be subject to abatement, correction, assessment or investigation under an Environmental Law, (yii) give rise to any civil or criminal liability under an Environmental Law Law, or (ziii) create a public or private nuisance. "Environmental Law" means all Laws and Court Orders relating to pollution or 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. (a) Except as disclosed on Schedule 4.14(a)4.15, there is no Litigation that is pending or, to the Knowledge knowledge of BBT or a the Selling EntityEntities, threatened against or related to BBT or a Selling Entity with respect to a Business. To the Business or knowledge of the Purchased Assets. There Selling Entities, there has been no Default under any Law applicable to a Selling Entity, the Purchased Assets or the a Business, including any Law relating to protection or quality of the environment, except for any Defaults that have been curedcured without material cost, and neither BBT nor any no 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 to, any Law except those that have been curedcured without material cost. Since January 1, 1996To the knowledge of the Selling Entities, 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(a4.15(a), except as described on Schedule 4.14(b)4.15, to the Knowledge knowledge of BBT or the Selling Entities Entities, there has not been any Environmental Condition (i) at any premises at which the Business of a Selling Entity 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 EntityEntity that operated the Assets of the Real Property) 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 (xi) require abatement or correction under an Environmental Law, (yii) give rise to any civil or criminal liability under an Environmental Law Law, or (ziii) 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. (a) Except as disclosed on Schedule 4.14(a)set forth in SCHEDULE 4.15, to Seller's knowledge, 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 AssetsSeller. There has been no Default under any Law Laws applicable to the Purchased Assets or the BusinessSeller, including any Law Laws relating to pollution or protection or quality of the environment, except for any Defaults that have been cured, and neither BBT nor any Selling Entity Seller has not received any notices from any governmental entity regarding any alleged Default or investigation Defaults under any written order, instruction or direction pursuant to any Law except those that have been curedLaws. Since January 1, 1996, there There has been no Default with respect to any Court Order applicable to BBT or a Selling EntitySeller. (b) Without limiting the generality of Section 4.14(a4.15(a), except as described on Schedule 4.14(b)in SCHEDULE 4.15, to the Knowledge of BBT or the Selling Entities there is not and never has not been any Environmental Condition (i) at any the premises at which the Business is currently conductedhas been conducted by Seller or any predecessor of Seller, (ii) (A) at any property owned, leased leased, occupied or operated at any time by BBT Seller or a Selling Entity (B) at any property owned, leased, occupied or operated at any time by any Person controlled by Seller or any predecessor of BBT or a Selling Entity) or any Person controlling or controlled by any Affiliate of BBT or a Selling Entitythem in connection with the Business, or (iii) at any property at which wastes have been deposited or disposed by by, from 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 Entitythe foregoing, nor has BBT or any Selling Entity Seller received written notice of any such Environmental Condition or any investigation, to determine whether any such Environmental Condition existsCondition. "Environmental ConditionENVIRONMENTAL 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) Seller or any third party, at or relating to any such property or premises specified in any of clauses (i) through (iii) above that would did, does or may reasonably be expected to (xA) require abatement or correction under an Environmental Law, (yB) give rise to any civil or criminal liability on the part of Seller under an Environmental Law Law, or (zC) 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.