LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or in the Ensec SEC Reports, there is no Litigation that is pending or, to Ensec's knowledge, threatened against any Ensec Company that would have a Material Adverse Effect. Except as described in the Ensec SEC Reports, Ensec is and has been in compliance with all applicable Laws, except where the failure to be in compliance would not have a Material Adverse Effect. Except as described in the Ensec SEC Reports, there has been no Default under any Laws applicable to any Ensec Company, including Environmental Laws, except for any Defaults that would not have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to any Ensec Company. Except as set forth on Section 5.12 of the Ensec Disclosure Schedule or except as described in the Ensec SEC Reports, no Ensec Company has received any written notice and, to the knowledge of any Ensec Company, no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Ensec has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws, except to the extent that such failures to comply or violations would not have a Material Adverse Effect.
(b) To Ensec's Knowledge, there is no Environmental Condition at any property presently or formerly owned or leased by an Ensec Company which is reasonably likely to have a Material Adverse Effect.
(c) The Ensec Companies have all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the "Governmental Permits") required in connection with the operation of their respective businesses as now being conducted, all of which are in full force and effect, except where the failure to obtain any such Governmental Permit or of any such Governmental Permit to be in full force and effect, would not have a Material Adverse Effect. Each Ensec Company has complied, in all material respects, with all of its Governmental Permits, except where the failure to so comply would not have a Material Adverse Effect.
LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) There is no Litigation that is pending or, to Acquiror’s Knowledge, threatened against Acquiror. To Acquiror’s Knowledge, Acquiror is and has been in compliance with all applicable Laws, including Environmental Laws and applicable securities Laws, except where the failure to be in compliance would not have a Material Adverse Effect. There has been no Default under any Laws applicable to Acquiror, including Environmental Laws. There has been no Default with respect to any Court Order applicable to Acquiror. Acquiror has not received any written notice and, to the Knowledge of Acquiror, no other communication has been received to the effect that it is not in compliance with any applicable Laws.
(b) There is no Environmental Condition at any property presently or formerly owned or leased by Acquiror or any of its Subsidiaries which is reasonably likely to have a Material Adverse Effect.
(c) Acquiror has all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the “Governmental Permits”) required in connection with the operation of its Business, all of which are in full force and effect. Acquiror has complied with all of its Governmental Permits.
LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) There is no Litigation that is pending or, to Asure's knowledge, threatened against Asure that would have a Material Adverse Effect. To Asure's knowledge, Asure is and has been in compliance with all applicable Laws, including Environmental Laws and applicable securities laws, except where the failure to be in compliance would not have a Material Adverse Effect. There has been no Default under any Laws applicable to Asure, including Environmental Laws, except for any Defaults that would not have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to Asure. Asure has not received any written notice and, to the knowledge of Asure, no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Asure has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws, except to the extent that such failures to comply or violations would not have a Material Adverse Effect.
(b) To Asure's knowledge, there is no Environmental Condition at any property presently or formerly owned or leased by Asure which is reasonably likely to have a Material Adverse Effect.
(c) Asure has all Governmental Permits required in connection with the operation of its Business, all of which are in full force and effect, except where the failure to obtain any such Governmental Permit or of any such Governmental Permit to be in full force and effect, would not have a Material Adverse Effect. Asure has complied, in all material respects, with all of its Governmental Permits, except where the failure to so comply would not have a Material Adverse Effect.
LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (i) Except as set forth on Schedule 5(i), there is no Litigation that is pending or, to Recall's knowledge, threatened against Recall. Recall is and has been in compliance with all applicable Laws, including Environmental Laws and applicable securities Laws, except where the failure to be in compliance would not have a Material Adverse Effect. There has been no Default under any Laws applicable to Recall, including Environmental Laws, except for any Defaults that have not had or would not have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to Recall. Recall has not received any written notice and no other communication has been received to the effect that it is not in compliance with any applicable Laws, and Recall has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws.
(ii) To Recall’s knowledge, there is no Environmental Condition at any property presently or formerly owned or leased by Recall.
(iii) Recall has all Governmental Permits required in connection with the operation of its business as now being conducted, all of which are in full force and effect. Recall has complied, in all material respects, with all of its Governmental Permits. The execution, delivery and performance of this Agreement and the consummation of the Transactions contemplated hereby will not (A) result in or give to any Person any right of termination, non-renewal, cancellation, acceleration or modification in or with respect to any such Governmental Permit, (B) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under any such Governmental Permit, or (C) result in any Encumbrance upon Recall or any of its Assets under the terms of any Governmental Permit.
LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) Except as described in the Disclosure Schedule, there is no Litigation that is pending or, to the Company's knowledge, threatened against any Company Party or any of their respective Assets. To the Company's knowledge, there has been no Default under any Laws applicable to any Company Party, except for any Defaults that would not have a Material Adverse Effect. There has been no Default with respect to any Court Order applicable to any Company Party. Except as described in the Disclosure Schedule, neither Company Party is subject to any Court Order which, insofar as can be reasonably foreseen, individually or in the aggregate, in the future would have a Material Adverse Effect or would prevent or delay the consummation of the Transactions.
(b) Without limiting the generality of Section 3.14(a), except as described on the Disclosure Schedule and except for those situations that, individually or in the aggregate, would not have a Material Adverse Effect:
(i) all Company Parties are in compliance with all orders, permits, conditions, standards, requirements and schedules required or imposed under any Environmental Law;
(ii) no Company Party has received any notice, claim, subpoena, or summons, or been threatened with any notice, claim, subpoena or summons from any Person alleging: (a) any liability of any Company Party under any Environmental Law or (b) any violation by any Company Party of any Environmental Law;
(iii) there are and have been no facts, circumstances or conditions (including any Hazardous Substances that have been released, disposed of, emitted, treated, stored, generated, placed, deposited, discharged, or spilled at, upon or under any facility owned, operated or leased by any Company Party or any facility to which any Company Party has sent any Hazardous Substance) that are reasonably likely to give rise to (x) any Liability of any Company Party under any Environmental Law or (y) any violation by any Company Party of any Environmental Law;
(iv) all Company Parties have all permits required under any Environmental Law; and
(v) all Company Parties have delivered to Buyer all environmental studies and reports in their possession with respect to any facilities or real property ever owned, operated or leased by any Company Party.
(c) Each Company Party has complied, in all material respects, with all of its governmental permits, licenses, registrations, certificates of occupancy, approvals and other authorizations (the "Governmental Permits").
LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) Except as disclosed in Schedule 4.11, there is no Litigation that is pending or, to the Seller's knowledge, threatened against the Company or any officer, director or employee of the Company in his or her capacity as such. There has been no Default with respect to any Court Order applicable to the Company. The Company is, and at all times since January 1, 2000 has been, in compliance with all applicable Regulations in all material respects. Since November 15, 2001 and to the Seller's knowledge prior to such time, the Company has not received written notice from any Authority of any actual, alleged, possible or potential violation of any Regulation in any material respect by the Company, other than in respect of any such actual, alleged, possible or potential violation that has been cured, waived or otherwise resolved. This Section 4.11(a) does not apply to any Environmental Law, which is addressed by Section 4.12, or employee relations or ERISA issues, which are addressed by Sections 4.14 and 4.15, respectively.
(b) The Company has obtained and holds, and is in compliance in all material respects with, all governmental permits, licenses, registrations, certificates of occupancy, approvals and other authorizations that are required for the present operation of the Business.
LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) There is no Litigation that is pending or, to Target's or any Shareholder's Knowledge, threatened against Target. To Target's or any Shareholder's Knowledge, Target is and has been in compliance with all applicable Laws, including Environmental Laws and applicable securities Laws. There has been no Default under any Laws applicable to Target, including Environmental Laws. There has been no Default with respect to any Court Order applicable to Target. Target has not received any written notice and, to the Knowledge of Target or any Shareholder, no other communication has been received to the effect that it is not in compliance with any applicable Laws. No Shareholder has reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws.
(b) To Target's or any Shareholder's Knowledge, there is no Environmental Condition at any property presently or formerly owned or leased by Target.
(c) Target has all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the "Governmental Permits") required in connection with the operation of its Business, all of which are in full force and effect. Target has complied with all of its Governmental Permits.
LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. 4.9.1 There is no Litigation or Proceedings, to Acquiree's, TOL Canada's, or any Vendor's Knowledge, against any of them. To Acquiree's, TOL Canada's, or any Vendor's Knowledge, each of Acquiree and TOL Canada is and has been in compliance with all applicable Laws, including applicable Securities Laws and Environmental Laws, except where the failure to be in compliance would not have a Material Adverse Effect. There has been no Default under any Laws applicable to Acquiree, TOL Canada or any of the Vendors. There has been no Default with respect to any Court Order applicable to Acquiree, TOL Canada or any of the Vendors. Neither Acquiree, TOL Canada nor any of the Vendors have received any written notice and, to the Knowledge of Acquiree or any Vendor, no other communication has been received to the effect that it is not in compliance with any applicable Laws. None of the Vendors has reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws.
4.9.2 There is no Environmental Condition at any property presently or formerly owned or leased by Acquiree or TOL Canada which is reasonably likely to have a Material Adverse Effect.
4.9.3 Acquiree and TOL Canada have all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of Governmental Authorities (collectively, the "Governmental Permits") required in connection with the operation of their Businesses, all of which are in full force and effect. Acquiree and TOL Canada have complied with all of their Governmental Permits.
4.9.4 Acquiree and TOL Canada, the operation of their respective Businesses, each of their property and Assets owned or used by each of them and the use, maintenance and operation thereof have been and are in compliance with all Environmental Laws. Each of them has complied with all reporting and monitoring requirements under all Environmental Laws. None of them has received any notice of any non-compliance with any Environmental Laws and none of them has ever been convicted of an offence for non-compliance with any Environmental Laws or been fined or otherwise sentenced or settled such prosecution short of conviction.
4.9.5 The Acquiree and TOL Canada have obtained all Environmental Permits necessary to conduct their respective Businesses and to own, use and operate their respective properties and Assets. All such Environmental Permits are listed in Sch...
LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. There is no Litigation that is pending or, to Acquiree’s or any Shareholder’s Knowledge, threatened against Acquiree. To Acquiree’s or any Shareholder’s Knowledge, Acquiree is and has been in compliance with all applicable Laws, including applicable securities Laws, except where the failure to be in compliance would not have a Material Adverse Effect. There has been no Default under any Laws applicable to Acquiree. There has been no Default with respect to any Court Order applicable to Acquiree. Acquiree has not received any written notice and, to the Knowledge of Acquiree or any Shareholder, no other communication has been received to the effect that it is not in compliance with any applicable Laws. No Shareholder has reason to believe that any presently existing circumstances are likely to result in violations of any applicable Laws.
LEGAL PROCEEDINGS; COMPLIANCE WITH LAW; GOVERNMENTAL PERMITS. (a) There is no litigation that is pending or, to the knowledge of Selling Shareholder, threatened against the Company. To the knowledge of Selling Shareholder, the Company is and has been in compliance with all applicable laws, including applicable securities laws. To the knowledge of Selling Shareholder the Company has not received any written notice and no other communication has been received to the effect that it is not in compliance with any applicable laws. Selling Shareholder has no reason to believe that any presently existing circumstances are likely to result in violations of any applicable laws.
(b) The Company has all material consents, permits, franchises, licenses, concessions, registrations, certificates of occupancy, approvals and other authorizations of governmental authorities (collectively, the "Governmental Permits") required in connection with the operation of its business, all of which are in full force and effect. The Company has complied with all of its Governmental Permits.
