Common use of Litigation; Compliance Clause in Contracts

Litigation; Compliance. (a) There are no civil, criminal, arbitration or administrative proceedings involving the Company or the Subsidiary, including claims on which, to the best knowledge of the Company, the Company or the Subsidiary may be vicariously liable. No such proceedings and no claims of any nature are pending or threatened by, or, to the best knowledge of the Company, against the Company, the Subsidiary, or the directors of the Company or the Subsidiary (in their capacity as such) or any such person or in respect whereof the Company or the Subsidiary is liable to indemnify any party concerned and, to the best knowledge of the Company, there are no facts likely to give rise to any such proceedings. (b) Neither the Company nor the Subsidiary is in default with respect to any order, writ, judgment, injunction or decree known to or served upon the Company or the Subsidiary of any court or governmental body, department, commission, board, bureau, agency or instrumentality, domestic or foreign. Except as set forth in Schedule 3.13(b), there is no action or suit by the Company or the Subsidiary pending, threatened or contemplated against others. (c) The Company and the Subsidiary have complied, in all material respects, with all laws, rules, regulations and orders applicable to the Company or the Subsidiary and its business, operations, properties, assets, products and services. The Company and the Subsidiary each has all necessary permits, licenses, registrations, franchises, approvals, exemptions and other authorisations required to conduct its business as conducted and as proposed to be conducted and, each of the Company and the Subsidiary has been operating its business pursuant to and in compliance with the terms of all such permits, licenses, registrations, franchises, approvals, exemptions and other authorisations. Such permits, licenses, registrations, franchises, approvals, exemptions and other authorisations have been validly issued, and the Company and the Subsidiary have complied in all material respects with all conditions of permits, licenses, registrations, franchises, approvals, exemptions and other authorisations applicable to them. No default or violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any such permits, licenses, registrations, franchises, approvals, exemptions and other authorisations. All such permits, licenses, registrations, franchises, approvals, exemptions and other authorisations are in full force and effect without further consent or approval of any person. The Company and Subsidiary have not received any notice from any source (i) to the effect that the Company or the Subsidiary lack any such permits, licenses, registrations, franchises, approvals, exemptions or other authorisations required in connection with the Company’s and the Subsidiary’s current or proposed operations or otherwise asserting a violation of law applicable to the conduct of its business, (ii) threatening to revoke any permit, license, registration, franchise, approval, exemption, or other authorisation or (iii) restricting or in any way limiting its operations as currently conducted or proposed to be conducted, in each case which has not been previously remedied or resolved. (d) There is no law, regulation or order, and the Company and Subsidiary are not aware of any proposed law, rule, regulation or order, which would prohibit or restrict the Company or the Subsidiary from, or otherwise materially adversly affect the Company or Subsidiary in, conducting business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business. Neither the Company nor Subsidiary have received any notices of violation or alleged violation of any law, rule, regulation or order by any governmental body, department, commission, board, bureau, agency or instrumentality, domestic or foreign. (e) As set forth in Schedule 3.13(e), the Company has applied for and/or received financings or grants through the Office of the Chief Scientist, Ministry of Industry and Trade of the State of Israel and from the Fund for the Encouragement of Overseas Marketing Activities. The Company is in compliance, in all material respects, with the terms and conditions of such financings and grants and has fully fulfilled in all in all material respects all of the undertakings relating thereto.

Litigation; Compliance. (a) There Except as disclosed in Schedule 4.10 hereto, there are no civilactions, criminalsuits, proceedings, arbitrations or governmental investigations pending or threatened against, by or affecting the Company (or, to the best of the Company's knowledge, any basis therefore) in which, individually or in the aggregate, an unfavorable determination could materially affect the Grow-related business or its prospects, earnings or condition (financial or otherwise) or any of the Assets or result in any material liability on the part of the Purchaser or prevent or impair the execution, delivery or performance of this Agreement or any of the transactions or events contemplated hereby or could declare this Agreement unlawful or cause the rescission of any of the transactions hereunder or require Purchaser to divest itself of any part of the Assets to be acquired pursuant hereto, nor has any such action, suit, proceeding, arbitration or administrative proceedings involving governmental investigation been pending within the two years prior to the date hereof. The Company has not been charged with or received notice of any violation of any applicable federal, state, local or foreign law, rule, regulation, ordinance, order or decree relating to the Assets, or the operation of the Grow-related business, and the Company is not aware of any threatened claim of such violation (including any investigation) or any basis therefor. The Company has made available to Purchaser its files containing all customers complaints received during the Subsidiary, including five year period prior to the date of this Agreement and all insurance claims on which, to made by the Company within the last two years. (b) To the best knowledge of the CompanyCompany and the Stockholder, the Company or the Subsidiary may be vicariously liable. No such proceedings has complied and no claims of any nature are pending or threatened by, or, to the best knowledge of the Company, against the Company, the Subsidiary, or the directors of the Company or the Subsidiary (in their capacity as such) or any such person or in respect whereof the Company or the Subsidiary is liable to indemnify any party concerned and, to the best knowledge of the Company, there are no facts likely to give rise to any such proceedings. (b) Neither the Company nor the Subsidiary is in default with respect to any order, writ, judgment, injunction or decree known to or served upon the Company or the Subsidiary of any court or governmental body, department, commission, board, bureau, agency or instrumentality, domestic or foreign. Except as set forth in Schedule 3.13(b), there is no action or suit by the Company or the Subsidiary pending, threatened or contemplated against others. (c) The Company and the Subsidiary have complied, compliance in all material respects, respects with all laws, rules, regulations and orders regulations, ordinances, orders, decrees, writs, injunctions, or other governmental restrictions applicable to the Company or the Subsidiary and its business, operations, properties, assets, products and servicesAssets. The Company and the Subsidiary each has all necessary permits, licenses, registrations, franchises, approvals, exemptions and other authorisations required furnished to conduct its business as conducted and as proposed to be conducted and, each of the Company and the Subsidiary has been operating its business pursuant to and in compliance with the terms Purchaser copies of all such permits, licenses, registrations, franchises, approvals, exemptions correspondence between it and other authorisations. Such permits, licenses, registrations, franchises, approvals, exemptions and other authorisations have been validly issued, and the Company and the Subsidiary have complied in all material respects with all conditions of permits, licenses, registrations, franchises, approvals, exemptions and other authorisations applicable to them. No default or violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any such permits, licenses, registrations, franchises, approvals, exemptions and other authorisations. All such permits, licenses, registrations, franchises, approvals, exemptions and other authorisations are in full force and effect without further consent or approval of any person. The Company and Subsidiary have not received any notice from any source (i) to the effect that the Company or the Subsidiary lack any such permits, licenses, registrations, franchises, approvals, exemptions or other authorisations required in connection with the Company’s and the Subsidiary’s current or proposed operations or otherwise asserting a violation of law applicable to the conduct of its business, (ii) threatening to revoke any permit, license, registration, franchise, approval, exemption, or other authorisation or (iii) restricting or in any way limiting its operations as currently conducted or proposed to be conducted, in each case which has not been previously remedied or resolved. (d) There is no law, regulation or order, and the Company and Subsidiary are not aware of any proposed law, rule, regulation or order, which would prohibit or restrict the Company or the Subsidiary from, or otherwise materially adversly affect the Company or Subsidiary in, conducting business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business. Neither the Company nor Subsidiary have received any notices of violation or alleged violation of any law, rule, regulation or order by any governmental body, department, commission, board, bureau, agency or instrumentality, domestic or foreign. (e) As set forth in Schedule 3.13(e), the Company has applied for and/or received financings or grants through the Office of the Chief Scientist, Ministry of Industry and Trade of the State of Israel and from the Fund for the Encouragement of Overseas Marketing Activities. The Company is in compliance, in all material respects, with the terms and conditions of such financings and grants and has fully fulfilled in all in all material respects all of the undertakings relating thereto.agencies during

Litigation; Compliance. (a) There 5.20.1. Except as disclosed in Section 5.20, there are no civilactions, criminalsuits, arbitration proceedings or administrative proceedings involving the Company arbitrations or the Subsidiary, including claims on whichgovernmental investigations pending or, to the best knowledge of Company's and the CompanyStockholders' knowledge, threatened against, by or affecting the Company or the Subsidiary may be vicariously liable. No such proceedings and no claims of any nature are pending or threatened by, (or, to the best knowledge of the Company's and the Stockholders' knowledge, against any basis therefor) in which, individually or in the aggregate, an unfavorable determination could materially affect the Company, the Subsidiary, 's business or the directors Company's earnings or condition (financial or otherwise) or any of the Assets or result in any material liability on the part of the Company or impede the Subsidiary (in their capacity as such) execution and performance of this Agreement or any of the transactions or events contemplated hereby or could declare this Agreement unlawful or cause the rescission of any of the transactions hereunder or require Purchaser to divest itself of the Assets to be acquired pursuant hereto, nor has any such person or in respect whereof suit been pending within the three (3) years prior to the Closing Date. Except as disclosed on Schedule 5.20, the Company has received no notice that it has been charged with or received notice of any violation of any applicable federal, state, local or foreign law, rule, regulation, ordinance, order or decree relating to the Assets, or the Subsidiary is liable to indemnify any party concerned and, to the best knowledge operation of the Company, there are no facts likely to give rise to any such proceedings. (b) Neither the Company nor the Subsidiary is in default with respect to any order, writ, judgment, injunction or decree known to or served upon the Company or the Subsidiary of any court or governmental body, department, commission, board, bureau, agency or instrumentality, domestic or foreign. Except as set forth in Schedule 3.13(b), there is no action or suit by the Company or the Subsidiary pending, threatened or contemplated against others. (c) The Company and the Subsidiary have complied, in all material respects, with all laws, rules, regulations and orders applicable to the Company or the Subsidiary and its 's business, operations, properties, assets, products and services. The Company and the Subsidiary each has all necessary permits, licenses, registrations, franchises, approvals, exemptions and other authorisations required to conduct its business as conducted and as proposed to be conducted and, each of the Company and the Subsidiary has been operating its business pursuant to and in compliance with the terms of all such permits, licenses, registrations, franchises, approvals, exemptions and other authorisations. Such permits, licenses, registrations, franchises, approvals, exemptions and other authorisations have been validly issued, and the Company and the Subsidiary have Stockholders are not aware of any threatened claim of such violation (including any investigation or informal inquiry). The Company and the Stockholders are not aware of any basis for any claim or charge of such violation. 5.20.2. Except as set forth on Schedule 5.20, the Company has complied and is in compliance with, all material respects with respects, all conditions laws, rules, regulations, ordinances, orders, decrees, writs, injunctions, building codes, safety, fire and health approvals, certificates of occupancy or other governmental restrictions applicable to the Company and the Assets. 5.20.3. Except as set forth on Schedule 5.20, the Company has all governmental licenses, permits, approvals or other authorizations required for the conduct of its business as now conducted. All of such licenses, registrations, franchises, approvals, exemptions and other authorisations applicable to them. No default permits or violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any such permits, licenses, registrations, franchises, approvals, exemptions and other authorisations. All such permits, licenses, registrations, franchises, approvals, exemptions and other authorisations approvals are in full force and effect without further consent or approval and all of any person. The which are listed on Schedule 5.20; there is no action pending or, to the knowledge of Company and Subsidiary have not received any notice from any source (i) the Stockholders, threatened to the effect that the Company or the Subsidiary lack terminate rights under any such permits, governmental licenses, registrationspermits or authorizations; and except as disclosed on Schedule 5.20 at the Closing, franchises, approvals, exemptions or other authorisations required in connection with the Company’s and the Subsidiary’s current or proposed operations or otherwise asserting a violation of law applicable to the conduct of its business, (ii) threatening to revoke any permit, license, registration, franchise, approval, exemption, or other authorisation or (iii) restricting or in any way limiting its operations as currently conducted or proposed to be conducted, in each case which has not been previously remedied or resolved. (d) There is no law, regulation or order, and the Company and Subsidiary are not aware of any proposed law, rule, regulation or order, which would prohibit or restrict the Company or the Subsidiary from, or otherwise materially adversly affect the Company or Subsidiary in, conducting business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business. Neither the Company nor Subsidiary have received any notices of violation or alleged violation of any law, rule, regulation or order by any governmental body, department, commission, board, bureau, agency or instrumentality, domestic or foreign. (e) As set forth in Schedule 3.13(e), the Company has applied for and/or received financings or grants through the Office of the Chief Scientist, Ministry of Industry and Trade of the State of Israel and from the Fund for the Encouragement of Overseas Marketing Activities. The Company is in compliance, in all material respects, with the terms and conditions of such financings and grants and has fully fulfilled in all in all material respects Purchaser will acquire all of the undertakings relating theretorights of the Company under such licenses, permits, approvals and authorizations.