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

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. (a) Except as set forth in Schedule 4.15(a)SCHEDULE 4.15, (i) there is no Legal Proceeding Litigation related to the Business that is pending or, to the any Company’s 's knowledge, threatened against any Company Group Member; (ii) there related to the Business or any Purchased Asset. There has been no Default by any Company under any Laws, including Environmental Laws, applicable to the Business or any Purchased Asset and no Company Group Member has received any notice notices from any Governmental Entity governmental entity regarding any alleged Defaults applicable to the Business or any Company Group Member Purchased Asset under any Laws; and (iii) there . There has been no Default with respect to any Court Order applicable to the Business or any Company Group MemberPurchased Asset. (b) Except Without limiting the generality of SECTION 4.15(A), except as set forth on Schedule 4.15(b): described in SCHEDULE 4.15, there has not been any Environmental Condition (i) Each Company Group Member isat any premises, other than those described in the following clauses (ii) and (iii), at all times which the Business has been, in full compliance with, and has not been and is not in violation of or liable underconducted by Seller, any Affiliate thereof or any predecessor of any of them and which is attributable to any Company, (ii) at any property owned, leased or operated (as defined under Environmental Law; and no Stockholders Laws) at any time by any Company, any Person controlled by any Company or Company Group Member any predecessor of any of them at which the Business is or has been conducted, or (iii) at any basis to expectproperty at which wastes of the Business have been deposited or disposed by or at the behest or direction of any of the foregoing, nor has any Party received notice of them any such Environmental Condition. "Environmental Condition" means any condition or circumstance, including a Release or the presence of Hazardous Substances, whether created by any Company or any other Person for whose conduct they are third party, at or may be held relating to be responsible received, any actual such property or threatened Order, notice or other communication from premises specified in any of clauses (i) through (iii) of this paragraph (b) that has or may reasonably be expected to (A) requires abatement or correction under an Environmental Law, (B) gives rise to any Governmental Entity civil or private citizen acting in criminal liability on the public interest, or (ii) the current or prior owner or operator part of any Real Property or Assets, of any actual or potential violation of or failure to comply with any Company under an Environmental Law, or of any actual (C) has created a public 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 knowledgeprivate nuisance.

Legal Proceedings and Compliance with Law. (a) Except as set forth in Schedule 4.15(a)the FormMaker Disclosure Schedule, (i) there is no Legal Proceeding Litigation that is pending or, to the Company’s FormMaker's knowledge, threatened against any Company Group Member; (ii) there the FormMaker Companies. There has been no Default under any Laws, including Environmental Laws, Laws applicable to the Business FormMaker Companies, including Laws relating to pollution or protection of the environment, except for any Defaults that would not have a Material Adverse Effect, and no Company Group Member has the FormMaker Companies have not received any notice notices from any Governmental Entity governmental entity regarding any alleged Defaults applicable to any Company Group Member under any Laws; and (iii) there . There has been no Default with respect to any Court Order applicable to any Company Group Memberthe FormMaker Companies. (b) Except as set forth on Schedule 4.15(b): Without limiting the generality of Section 5.16(a), there has not been any FormMaker Environmental Condition (i) Each Company Group Member isat the premises at which the FormMaker Companies Business has been conducted, and (ii) at all times has beenany property owned, in full compliance with, and has not been and is not in violation of leased or liable underoperated at any time by the FormMaker Companies, any Environmental Law; and no Stockholders Person controlled by the FormMaker Companies or Company Group Member has any basis to expectpredecessor of any of them, or (iii) at any property at which wastes have been released, deposited or disposed by or at the behest or direction of any of the foregoing, nor has have the FormMaker Companies received written notice of any such FormMaker Companies Environmental Condition. "FormMaker Environmental Condition" means any condition or circumstance, including the presence or release of them Hazardous Substances, whether created by the FormMaker Companies or any other Person for whose conduct they are third party, at or may be held relating to be responsible received, any actual such property or threatened Order, notice or other communication from premises that (i) any Governmental Entity requires investigation, monitoring, abatement or private citizen acting in the public interestcorrection under an Environmental Law, or (ii) gives rise to any civil or criminal liability on the current or prior owner or operator part of any Real Property or Assets, of any actual or potential violation of or failure to comply with any the FormMaker Companies under an Environmental Law, or of any actual (iii) has created a public 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 knowledgeprivate nuisance.

Legal Proceedings and Compliance with Law. (a) Except as set forth in Schedule 4.15(a)disclosed on SCHEDULE 4.15, (i) there is no Legal Proceeding Litigation that is pending or, to the Company’s any Selling Group Member's knowledge, threatened against or related to any Company Group Member; . Other than any Defaults under Regulations relating to pollution or protection of the environment, which are covered by paragraph (iib) of this Section 4.15, 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 Regulations applicable to any Company Group Member under Member, except for any Laws; and (iii) there Defaults that would not have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to any Company Group Member. (b) Except Without limiting the generality of Section 4.15(a), except as set forth described on Schedule 4.15(b): SCHEDULE 4.15, to the knowledge of any Selling Group Member, there has not been any Environmental Condition (defined below) (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 the premises at which the Business 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 interestbeen conducted, (ii) at any property owned, leased or operated at any time by any Company Group Member, any Person controlled by any Affiliate of any Company Group Member or any predecessor thereof, or with respect to (iii) at any property or Real Property at or to which Hazardous Substances were generatedhave been deposited or disposed by or at the behest or direction of any of the foregoing, manufacturednor has any Company Group Member received written notice of any such Environmental Condition. "Environmental Condition" means any condition or circumstance, refinedincluding the presence of Hazardous Substances, transferred, imported, used or processed whether created by any Company Group Member or any other Person for whose conduct they are third party, at or may be held responsiblerelating to any such property or premises that would (i) require abatement or correction under an Environmental Law (defined below), 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 give rise to any environmental condition on the Real Property. Schedule 4.15(b) identifies any other final reports, studies civil or assessments that relate to any environmental condition on the Real Property of which any Seller Party has knowledge.criminal liability under an Environmental Law,

Legal Proceedings and Compliance with Law. (a) Except as set forth in Schedule 4.15(a), (i) there is no Legal Proceeding Litigation in any court or before any governmental entity or arbitrator that is pending or, to the Company’s any Selling Party's knowledge, threatened against or related to the Company or any Company Group Member; (ii) there of the Assets or which seeks to enjoin or obtain damages in respect of the consummation of the Transactions. There has been no Default under any LawsLaws applicable to the Company, including Environmental LawsLaws (defined below), applicable to except for any Defaults that would not, individually or in the Business aggregate, have a Material Adverse Effect, and no the Company Group Member has not received any notice notices from any Governmental Entity governmental entity regarding any alleged Defaults applicable to any Company Group Member under any Laws; . The Company is not a party to, and (iii) none of the Assets is subject to, the provisions of any judgment, order, writ, injunction, decree or award of any governmental authority or any arbitrator, nor is there any Court Order that might affect the Transactions. There has been no Default with respect to any Court Order applicable the Company or the Assets. Neither the Company nor any director, officer, employee or agent of, or any consultant to, the Company has unlawfully offered, paid or agreed to pay, directly or indirectly, any Company Group Membermoney or anything of value to or for the benefit of any individual who is or was an official or employee or candidate for office of the government of any country or any political subdivision, agency or instrumentality thereof or any employee or agent of any customers or suppliers of the Company. (b) Except as set forth on Schedule 4.15(b): (i) Each Company Group Member isWithout limiting the generality of Section 4.15(a), and at all times has been, in full compliance with, and there has not been and is there does not in violation of or liable under, exist any Environmental Law; and no Stockholders Condition (defined below) at or Company Group Member has any basis relating 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 premises at which the public interestoperations of the Company have been conducted, or (ii) any property owned, leased, occupied or operated at any time by the current Company, by any Person controlled by any Affiliate of the Company or prior owner or operator by any predecessor 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 foregoing or any other properties or Assets in which any Company Group Member has had an interest, or with respect to (iii) any property at which wastes 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 transporteddeposited or disposed of by, treated, stored, handled, transferred, disposed, recycled, from or received; and (ii) The Company has delivered at the behest or made available to Buyer complete copies direction of all final written reports, studies or assessments in the possession or control any 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.the

Legal Proceedings and Compliance with Law. (a) Except as set forth in Schedule 4.15(a)As of the date hereof, there is (i) no Proceeding by or against the Company pending, or to the Company’s Knowledge, threatened, (iii) there is no Legal Proceeding that is dispute or disagreement pending or, to the Company’s knowledgeKnowledge, threatened against between the Company and any Company Group Member; customer, licensor or supplier, (iiiii) there to the Company’s Knowledge, no event has occurred, and no claim has been asserted, that is likely to result in an Proceeding against the Company, its Businesses or Assets, and (iv) to the Company’s Knowledge, there is no Default under reasonable basis for any Laws, including Environmental Laws, such Proceeding. (b) The Company is in compliance in all material respects with all Laws applicable to it, and the Business and no Company Group Member has received not received, at any time, any written notice or other communication 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 actual, alleged, possible or private citizen acting in the public interestpotential violation of, or failure to comply with, any Law, or (ii) any actual, alleged, possible or potential obligation on the current part of the Company to undertake, or prior owner to bear all or operator any portion of the cost of, any remedial, corrective or response action of any Real Property or Assets, nature. DB1/65207936.19 (c) The Company is in possession of all Authorizations and Orders of any actual Governmental Entity necessary for the Company to own, lease and operate its properties and to carry on the Business as presently conducted. All Authorizations and Orders held by the Company are listed on Schedule 4.10, and accurate and complete copies of such Authorizations and Orders have been provided to Buyer. No present or potential violation of former member, stockholder, director, officer 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 employee of the Real Property Company or any other properties or Assets in which any Company Group Member has had an interestSubsidiary, 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 owns or may be held responsiblehas any proprietary, financial or from other interest (direct or indirect) in any Authorizations and Orders which Hazardous Substances the Company owns, possesses or uses. All Authorizations and Orders listed on Schedule 4.10, except as set forth therein, have been transportedduly obtained and are in full force and effect and no Proceedings are pending or, treatedto the Company’s Knowledge, storedthreatened that may result in the revocation, handledcancellation, transferredsuspension, disposed, recycled, limitation or received; andadverse modification of any of the same. (iid) 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 This Section 4.10 does not relate to any environmental condition on real property or interests in real property, such items being the Real Property. Schedule 4.15(b) identifies any other final reportssubject of Section 4.11, studies or assessments that relate to any environmental condition on nor employee benefit matters, such items being the Real Property subject of which any Seller Party has knowledgeSection 4.15.