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

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.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Positron Corp)

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Legal Proceedings and Compliance with Law. (a) Except as set forth on in Schedule 3.15: (i) 4.15, there is no Litigation that is pending or or, to the best of the Company's knowledge, threatened against each of the Sellers and/or Company. There has been no Default under any Laws applicable to the Company, (ii) no Default exists under any including Laws relating to pollution or Environmental Lawsprotection of the environment, and (iii) the Sellers and the Company has not received any notices from any governmental entity alleging regarding any alleged Defaults under any Laws or Environmental Laws, and the Sellers and the Company are not in . There has been no Default of with respect to any Court OrderOrder applicable to the Company. (b) Without limiting the generality of Article 3.15(aSection 4.15(a), to each Sellers’s knowledgeexcept as described in Schedule 4.15, there is not and never has been any Environmental Condition (i) at the premises at which the Business has been conducted by the Company or any predecessor of the Company, (ii) (A) at any property owned, leased, occupied or operated at any time by the CompanyCompany or (B) at any property owned, leased, occupied or operated at any time by any Person controlled by the Company or any predecessor of any of them in connection with the Business, or (iii) at any property at which wastes have been deposited or disposed of by by, from or at the behest or direction of any of the Companyforegoing, 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 any 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 (A) require abatement or correction under an Environmental Law, (B) give rise to any civil or criminal liability on the part of the Company under an Environmental Law, or (C) create a public or private nuisance.

Appears in 1 contract

Samples: Merger Agreement (Verticalnet Inc)

Legal Proceedings and Compliance with Law. (a) Except To the Sellers' Knowledge, except as set forth on Schedule 3.15: SCHEDULE 3.15 and the Companies' non-compliance with the financial requirements of each of Florida, Texas and South Carolina, (i) there is no Litigation that is pending or or, to Sellers' Knowledge, threatened against each of the Sellers and/or the CompanyCompanies, (ii) no Default exists under any Laws or Environmental Laws, and (iii) the Sellers and the Company has Companies have not received any notices from any governmental entity alleging any Defaults under any Laws or Environmental Laws. To the Sellers' Knowledge, and the Sellers and the Company Companies are not in Default of any Court Order. (b) Without limiting the generality of Article Section 3.15(a), to each the Sellers’s knowledge' Knowledge, there is not any Environmental Condition (i) at the premises at which the Business has been conducted by the Company, Companies (ii) at any property owned, leased, occupied or operated at any time by the CompanyCompanies, or (iii) at any property at which wastes have been deposited or disposed of by or at the behest or direction of the CompanyCompanies, nor has have the Company Companies 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 Companies 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 Companies under an Environmental Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Certified Services Inc)

Legal Proceedings and Compliance with Law. (a) Except To the Sellers' Knowledge, except as set forth on Schedule SCHEDULE 3.15: (i) there is no Litigation that is pending or or, to Sellers' Knowledge, 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. To the Sellers' Knowledge, and the Sellers and the Company are is not in Default of any Court Order. (b) Without limiting the generality of Article 3.15(a), to each the Sellers’s knowledge' Knowledge, there is not any Environmental Condition (i) at the premises at which the Business has been conducted by the Company, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Positron Corp)

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Legal Proceedings and Compliance with Law. (a) Except as set forth on Schedule in SCHEDULE 3.15: (i) , there is no Litigation that is pending or or, to Shareholders' Knowledge, threatened against each of the Sellers and/or Company. To the Shareholders Knowledge, there has been no Default under any Laws applicable to the Company, (ii) no Default exists under any including Laws relating to pollution or Environmental Lawsprotection of the environment, and (iii) the Sellers and the Company has not received any notices from any governmental entity alleging regarding any alleged Defaults under any Laws or Environmental Laws, and the Sellers and the Company are not in . There has been no Default of with respect to any Court OrderOrder applicable to the Company. (b) Without limiting the generality of Article Section 3.15(a), to each Sellers’s knowledgethe Shareholders' Knowledge, and except as described in SCHEDULE 3.15, there is not and never has been any Environmental Condition (i) at the premises at which the Business has been conducted by the Company or any predecessor of the Company, (ii) (A) at any property owned, leased, occupied or operated at any time by the CompanyCompany or (B) at any property owned, leased, occupied or operated at any time by any Person controlled by the Company or any predecessor of any of them in connection with the Business, or (iii) at any property at which wastes have been deposited or disposed of by by, from or at the behest or direction of any of the Companyforegoing, 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 any 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 (A) require abatement or correction under an Environmental Law, (B) give rise to any civil or criminal liability on the part of the Company under an Environmental Law, or (C) create a public or private nuisance.

Appears in 1 contract

Samples: Share Purchase Agreement (Verticalnet Inc)

Legal Proceedings and Compliance with Law. (a) Except as set forth on in Schedule 3.15: (i) 4.15, there is no Litigation that is pending or or, to Seller's knowledge, threatened against each of the Sellers and/or the Company, (ii) Seller. There has been no Default exists under any Laws applicable to Seller, including Laws relating to pollution or Environmental Lawsprotection of the environment, and (iii) the Sellers and the Company Seller has not received any notices from any governmental entity alleging regarding any alleged Defaults under any Laws or Environmental Laws, and the Sellers and the Company are not in . There has been no Default of with respect to any Court OrderOrder applicable to Seller. (b) Without limiting the generality of Article 3.15(aSection 4.15(a), to each Sellers’s knowledgeexcept as described in Schedule 4.15, there is not and never has been any Environmental Condition (i) at the premises at which the Business has been conducted by the CompanySeller or any predecessor of Seller, (ii) (A) at any property owned, leased, occupied or operated at any time by Seller or (B) at any property owned, leased, occupied or operated at any time by any Person controlled by Seller or any predecessor of any of them in connection with the CompanyBusiness, or (iii) at any property at which wastes have been deposited or disposed of by by, from or at the behest or direction of any of the Companyforegoing, nor has the Company Seller 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 Seller or a any 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 (A) require abatement or correction under an Environmental Law, (B) give rise to any civil or criminal liability on the part of the Company Seller under an Environmental Law, or (C) create a public or private nuisance.

Appears in 1 contract

Samples: Merger Agreement (Verticalnet Inc)

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