No Default, Violation or Litigation. The Company is not in violation of any law or order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including, without limitation, laws, regulations, orders and restrictions applicable to environmental standards and controls, wages and hours, civil rights and occupational health and safety), which violation would have a material adverse effect upon the assets, liabilities, financial condition, or results of operation of the Company or its right to conduct its business as presently conducted, nor has it received any notice of noncompliance. There are no lawsuits, proceedings, claims or governmental investigations pending or threatened against, or involving the Company or its properties or business. There is no basis known to the Sellers for any action which would have an adverse effect upon the assets, liabilities, financial condition, or results or operations of the Company or its right to conduct its business as presently conducted. There are no judgments, consents, decrees, injunctions, or any other judicial or administrative mandates outstanding against the Company which could adversely affect the assets, liabilities, financial condition, or operations of the Company or its right to conduct its business as presently conducted.
No Default, Violation or Litigation. [NOTE - Need update for new trustee claim] Except as disclosed in Schedule 4.14, and except for defaults under the Marketing Agreement and the Manufacturing Agreement, which have been cured , as of the Closing, as a result of the execution of the Multi-Agreement Amendment, with respect to the Business Seller is not in violation of any law, regulation or order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including, without limitation, laws, regulations, orders, restrictions and compliance schedules applicable to environmental standards and controls, wages and hours, civil rights and occupational health and safety) and Seller has not received any notice of claimed noncompliance. Except as disclosed in Schedule 4.14, (i) there are no lawsuits, proceedings, claims or governmental investigations pending or, to the knowledge of Seller, threatened against or involving Seller with respect to the Business or against or involving the Purchased Assets, or against or involving any of Seller's officers or directors and which could materially affect the Business; (ii) none of such disclosed actions will, and there is no basis known to Seller for any such action which could, have a material adverse effect upon the Purchased Assets or the Business or its right to conduct the Business as presently conducted; and (iii) there are no judgments, consents, decrees, injunctions, or any other judicial or administrative mandates outstanding against Seller which materially and adversely affect the Purchased Assets or Business or its right to conduct the Business as presently conducted.
No Default, Violation or Litigation. Sapientia is not in violation of any law, regulation or order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, laws, regulations, orders, restrictions and compliance schedules applicable to environmental standards and controls, wages and hours, human rights and occupational health and safety. There are no lawsuits, proceedings, claims or governmental investigations pending or, to the knowledge of the Sapientia Shareholders, threatened against, or involving, Sapientia or against its property or business. There is no basis known to the Sapientia Shareholders for any such action which could have a material adverse effect upon the properties, assets, liabilities, financial condition, results of operations or business prospects of Sapientia or its right to conduct its business as presently conducted. There are no judgments, consents, decrees, injunctions, or any other judicial or administrative mandates outstanding against Sapientia.
No Default, Violation or Litigation. The Company is not in default in any material respect under any agreement, lease or other document to which it is a party, or in violation in any material respect of any law, rule, order, writ, injunction or decree of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality. Except in the ordinary course of the Company's business, there are no lawsuits, proceedings, claims or governmental investigations pending or, to the knowledge of the Stockholder, threatened against the Company or against the properties or business thereof, and the Stockholder knows of no factual basis for any such lawsuit, proceeding, claim or investigation and there is no action, suit, proceeding or investigation pending, threatened or contemplated which questions the legality, validity or propriety of the transactions contemplated by this Agreement.
No Default, Violation or Litigation. To the best of its knowledge, the Seller is not in violation of any law or order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including, without limitation, laws, regulations, orders and restrictions applicable to environmental standards and controls, wages and hours, civil rights and occupational health and safety), which violation would have a material adverse effect upon the assets, liabilities, financial condition, or results of operation of the Seller or its right to conduct its business as presently conducted, nor has it received any notice of noncompliance. There are no lawsuits, proceedings, claims or governmental investigations pending or threatened against, or involving the Seller or its properties or business. There is no basis known to the Seller for any action which would have an adverse effect upon the assets, liabilities, financial condition, or results or operations of the Seller or its right to conduct its business as presently conducted. There are no judgments, consents, decrees, injunctions, or any other judicial or administrative mandates outstanding against the Seller which could adversely affect the assets, liabilities, financial condition, or operations of the Seller or its right to conduct its business as presently conducted.
No Default, Violation or Litigation. Except as disclosed in Schedule 5.14, the Business is not in violation of and has been operated in compliance with all Requirements of Law, except as such violation or non-compliance would not have a Material Adverse Effect, and neither Seller nor any of its Affiliates have received any notice of claimed noncompliance. Except as disclosed in Schedule 5.14 and except as would not have a Materially Adverse Effect, individually or in the aggregate, (i) there are no Legal Proceedings pending or, to Seller’s Knowledge, threatened against or involving the Business or against or involving any of the Purchased Assets or to which the Business or the Purchased Assets may be bound or affected, at law or in equity, and there is no basis for any of the foregoing, and (ii) there are no judgments, orders, consents, decrees, injunctions, or any other judicial or administrative mandates outstanding against or otherwise relating to or affecting the Purchased Assets or the Business, nor has Seller received any written opinion or memorandum or legal advice from legal counsel retained by Seller to the effect that the Purchased Assets or the Business is exposed, from a legal standpoint, to any liability which may be material. Except as disclosed on Schedule 5.14, Seller is not engaged in any legal action to recover monies due the Business or for damages sustained by the Business. Schedule 5.14 sets forth a list of all closed litigation matters which related to the Business since January 1, 2004, the date such litigation was commenced or concluded and the nature of the resolution thereof (including amounts paid in settlement or judgment).
No Default, Violation or Litigation. The Company, to Sellers' knowledge, is not in violation of any law, regulation or order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including, without limitation, laws, regulations, orders, restrictions and compliance schedules applicable to environmental standards and controls, wages and hours, civil rights and occupational health and safety), other than violations individually or in the aggregate that Sellers reasonably expect to have no material adverse effect on the Business, the Company or its assets, and have not received any notice of claimed noncompliance. To Sellers' knowledge, the Company is in compliance with the federal Occupational Safety and Health Administration's standards concerning exposure to noise (29 C.F.R. ss.1910.
No Default, Violation or Litigation. To the Knowledge of Seller, Seller is not in violation of any law, regulation or order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including, without limitation, laws, regulations, orders, restrictions and compliance schedules applicable to environmental standards and controls, wages and hours, civil rights and occupational health and safety) and Seller has not received any notice of claimed noncompliance. Except as set forth on Schedule 4.12, there are no lawsuits, proceedings, claims or governmental investigations pending or threatened against or involving Seller or against or involving any of Seller’s assets, or against or involving any members, managers, officers or directors of Seller; and there are no judgments, consents, decrees, injunctions, or any other judicial or administrative mandates outstanding against Seller or any members, managers, officers or directors of Seller related to the Business or Seller.
No Default, Violation or Litigation. To the knowledge of PAMCO, PAMCO is not in default in any material respect under any agreement, lease or other document to which it is a party, or in violation of any law, rule, order, writ, injunction or decree of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality.
No Default, Violation or Litigation. Except as disclosed in Exhibit 5.13, Seller, in connection with the operation of Seller, is not in violation of any law, regulation or order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality (including, without limitation, laws, regulations, orders, restrictions and compliance schedules applicable to environmental standards and controls, wages and hours, civil rights and occupational health and safety) which would have a material adverse effect on Seller or the operation of Seller's business and Seller has not received any notice of claimed noncompliance. Except as disclosed in Exhibit 5.13, (i) there are no lawsuits, proceedings, claims or governmental investigations pending or, to the knowledge of Seller, threatened against or involving, Seller or against or involving any of the Purchased Assets, or against or involving any officers or directors of Seller and which could materially affect the business of Seller; and (ii) there are no judgments, consents, decrees, injunctions, or any other judicial or administrative mandates outstanding against Seller which materially and adversely affect the properties, assets, liabilities, financial condition, results of operations or business prospects of Seller or its right to conduct its business as presently conducted.
