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

Legal Proceedings and Compliance with Law. (a) Except as disclosed on SCHEDULE 4.15, 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. (a) 4.15.1 Except as disclosed on SCHEDULE 4.15, there is no Litigation that is pending or, to any Selling PartySeller's knowledge, threatened against or related to the any Group Company. There has been no Default under any Laws Regulations applicable to the any Group Company, including Laws Regulations relating to pollution or protection of the environment, and no Company has received except for any notices from any governmental entity regarding any alleged Defaults under any Lawsthat would not have a material adverse effect. There has been no Default with respect to any Court Order applicable the to any Group Company. (b) 4.15.2 Without limiting the generality of Section 4.15(a)4.15.1, 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 any Group Company has been conducted, (ii) at any property owned, leased or operated at any time by the any Group Company, any Person controlled by any Affiliate of the any Group 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 any Group 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 any Group Company or any third party, at or relating to any such property or premises that would (i) requires investigation, monitoring, require abatement or correction under an Environmental Law (defined below), (ii) gives give rise to any civil or criminal liability under an Environmental Law, or (iii) has created create a public or private nuisance. "Environmental Law" means all Laws Regulations 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. (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 any Company. There has been no Default under any Laws applicable to the any 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 to any 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 any Company has been conducted, (ii) at any property owned, leased or operated at any time by the any Company, any Person controlled by any Affiliate of the any 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 any 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 any 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. (a) Except as disclosed on SCHEDULE 4.15the Disclosure Letter, there is no Litigation that is pending or, to any Selling Party's knowledgeknowledge of either Shareholder, threatened against or related to the Company. There has been no Default under any Laws Regulation applicable to the Company, its assets or its business, including Laws any Regulation relating to pollution or protection of the environment, except for any Defaults that have been cured without material cost, and no the Company has not received any notices from any governmental entity regarding any alleged Defaults Default under any LawsRegulation except those that have been cured without material cost. There has been no Default with respect to any Court Order applicable to the Company. (b) Without limiting the generality of Section 4.15(a6.17(a), except as described on SCHEDULE 4.15Disclosure Letter, there has not been any Environmental Condition (defined below) (i) at the any premises at which the Business business of the Company has been (or any predecessor of the Company) is currently conducted, (ii) at any property owned, leased or operated at any time by the Company (or any predecessor of either Company, ) or any Person controlled by any Affiliate of the Company or any predecessor thereofCompany, or (iii) at any property at which wastes have been deposited or disposed by or at the behest or direction of the Company (or any predecessor of the foregoingCompany) or any Person controlled by any Affiliate 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 or release of Hazardous Substances, whether created by the Company (or any predecessor of the Company) or any third party, at or relating to any such property or premises that would (i) requires investigation, monitoring, require abatement or correction under an Environmental Law (defined below)Law, (ii) gives give rise to any civil or criminal liability under an Environmental Law, or (iii) has created create a public or private nuisance. "Environmental Law" means all Laws Regulations and Court Orders relating to pollution or protection of the environment as well as any principles of common law under which a party Person may be held liable for the release or discharge of any materials into the environment.