Common use of NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED Clause in Contracts

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in violation of any of its Charter Documents. Neither the Company nor, to the knowledge of the Stockholder, any other party thereto is in material default under any lease, instrument, license, permit or material agreement to which the Company is a party or by which its properties are bound (the "Material Documents"). Except as set forth on SCHEDULE 2.18, (a) the execution of this Agreement by the Company and the Stockholder and the performance by the Company and the Stockholder of their obligations hereunder and the consummation of the transactions contemplated hereby will not result in any violation or breach or constitute a default under any of the terms or provisions of the Material Documents or the Charter Documents, and (b) at and after the Closing Date the Surviving Corporation will be entitled to the rights and benefits under the Material Documents to which the Company is entitled immediately prior to the Closing. Except as set forth on SCHEDULE 2.18 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on SCHEDULE 2.18, none of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation or will prevent or restrict the Company or LandCARE from freely providing services to any person.

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in violation of any of its Charter Documents. Neither the Company nor, to the knowledge of the StockholderStockholders, any other party thereto thereto, is in material default under any lease, instrument, license, permit or material agreement to which the Company is a party or by which its properties are bound (the "Material Documents"). Except as set forth on SCHEDULE Schedule 2.18, (a) the execution of this Agreement by the Company and the Stockholder Stockholders and the performance by the Company and the Stockholder Stockholders of their obligations hereunder and the consummation of the transactions contemplated hereby will not result in any violation or breach or constitute a default under under, any of the terms or provisions of the Material Documents or the Charter Documents, and (b) at and after the Closing Date the Surviving Corporation Company will be entitled to the rights and benefits the under the Material Documents to which the Company is entitled immediately prior to the Closing. Except as set forth on SCHEDULE Schedule 2.18 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on SCHEDULE Schedule 2.18, none of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation Company or will prevent or restrict the Company or LandCARE the LandCare from freely providing services to any person.

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in violation of any of its Charter DocumentsDocuments . Neither the Company nor, to the knowledge of the StockholderCompany, any other party thereto thereto, is in material default under any lease, instrument, license, permit or material agreement to which the Company is a party or by which its properties are bound (the "Material Documents")) that would have a Material Adverse Effect. Except as set forth on SCHEDULE 2.18, (a) the The execution of this Agreement by the Company and the Stockholder and the performance by the Company and the Stockholder of their its obligations hereunder and the consummation of the transactions contemplated hereby will not result in any violation or breach or constitute a default under under, any of the terms or provisions of the Material Documents or the Charter Documents, and (b) at . At and after the Closing Date and the Merger the Surviving Corporation will be entitled to the rights and benefits the under the Material Documents to which the Company is entitled immediately prior to the ClosingMerger. Except as set forth on SCHEDULE 2.18 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any material right or benefit. Except as set forth on SCHEDULE 2.18, none None of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation Company or will prevent or restrict the Company Surviving Corporation or LandCARE Metals from freely providing services to any person.

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in violation of any of its Charter Documents. Neither the Company nor, to the knowledge of the StockholderStockholders, any other party thereto is in material default under any lease, instrument, license, permit or material agreement to which the Company is a party or by which its properties are bound (the "Material Documents"). Except as set forth on SCHEDULE 2.18, (a) the execution of this Agreement by the Company and the Stockholder Stockholders and the performance by the Company and the Stockholder Stockholders of their obligations hereunder and the consummation of the transactions contemplated hereby will not result in any violation or breach or constitute a default under any of the terms or provisions of the Material Documents or the Charter Documents, and (b) at and after the Closing Date the Surviving Corporation will be entitled to the rights and benefits under the Material Documents to which the Company is entitled immediately prior to the Closing. Except as set forth on SCHEDULE 2.18 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on SCHEDULE 2.18, none of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation Company or will prevent or restrict the Company Surviving Corporation or LandCARE from freely providing services to any person.

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in violation of any of its Charter Documents. Neither the Company nor, to the knowledge of the StockholderStockholders, any other party thereto is in material default under any material lease, instrument, license, permit or material agreement to which the Company is a party or by which its properties are bound (the "Material Documents"). Except as set forth on SCHEDULE 2.18, (a) the execution of this Agreement by the Company and the Stockholder Stockholders and the performance by the Company and the Stockholder Stockholders of their obligations hereunder and the consummation of the transactions contemplated hereby will not result in any violation or breach or constitute a default under any of the terms or provisions of the Material Documents or the Charter Documents, and (b) at and after the Closing Date the Surviving Corporation Company will be entitled to the rights and benefits under the Material Documents to which the Company is entitled immediately prior to the Closing. Except as set forth on SCHEDULE 2.18 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on SCHEDULE 2.18, none of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation Company or will prevent or restrict the Company or LandCARE from freely providing services to any person.

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in violation of any of its Charter Documents. Neither the Company nor, to the knowledge of the Stockholder, any other party thereto is in material default under any lease, instrument, license, permit or material agreement to which the Company is a party or by which its properties are bound (the "Material Documents"). Except as set forth on SCHEDULE 2.18, (a) the execution of this Agreement by the Company and the Stockholder and the performance by the Company and the Stockholder of their obligations hereunder and the consummation of the transactions contemplated hereby will not result in any violation or breach or constitute a default under any of the terms or provisions of the Material Documents or the Charter Documents, and (b) at and after the Closing Date the Surviving Corporation will be entitled to the rights and benefits under the Material Documents to which the Company is entitled immediately prior to the Closing. Except as set forth on SCHEDULE 2.18 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on SCHEDULE 2.18, none of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation Company or will prevent or restrict the Company or LandCARE from freely providing services to any person.

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in violation of any of its Charter Documents. Neither the Company nor, to the knowledge of the Stockholder, any other party thereto is in material default under any lease, instrument, license, permit or material agreement to which the Company is a party or by which its properties are bound (the "Material Documents"). Except as set forth on SCHEDULE 2.18, (a) the execution of this Agreement by the -12- Company and the Stockholder and the performance by the Company and the Stockholder of their obligations hereunder and the consummation of the transactions contemplated hereby will not result in any violation or breach or constitute a default under any of the terms or provisions of the Material Documents or the Charter Documents, and (b) at and after the Closing Date the Surviving Corporation will be entitled to the rights and benefits under the Material Documents to which the Company is entitled immediately prior to the Closing. Except as set forth on SCHEDULE 2.18 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on SCHEDULE 2.18, none of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation or will prevent or restrict the Company or LandCARE from freely providing services to any person.

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in violation of any of its Charter Documents. Neither the Company nor, to the knowledge of the StockholderStockholders, any other party thereto thereto, is in material default under any lease, instrument, license, permit or material agreement to which the Company is a party or by which its properties are bound (the "Material Documents"). Except as set forth on SCHEDULE 2.18, (a) the execution of this Agreement by the Company and the Stockholder Stockholders and the performance by the Company and the Stockholder Stockholders of their obligations hereunder and the consummation of the transactions contemplated hereby will not result in any violation or breach or constitute a default under under, any of the terms or provisions of the Material Documents or the Charter Documents, and (b) at and after the Closing Date the Surviving Corporation Company will be entitled to the rights and benefits the under the Material Documents to which the Company is entitled immediately prior to the Closing. Except as set forth on SCHEDULE 2.18 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on SCHEDULE 2.18, none of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation Company or will prevent or restrict the Company or LandCARE the LandCare from freely providing services to any person.

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in violation of any of its Charter Documents. Neither the Company nor, to the knowledge of the StockholderStephen W. Barley, any other party thereto thereto, is in material default under any leaseundxx xxx xxxxx, instrumentxxxtrument, license, permit or material agreement to which the Company is a party or by which its properties are bound (the "Material Documents"). Except as set forth on SCHEDULE Schedule 2.18, (a) the execution of this Agreement by the Company and the Stockholder and the performance by the Company and the Stockholder of their obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or material breach or constitute a material default under under, any of the terms or provisions of the Material Documents or the Charter Documents, and (b) at and after Documents which singly or in the Closing Date aggregate will have a material adverse effect on the Surviving Corporation will be entitled to operations of the rights and benefits under the Material Documents to which the Company is entitled immediately prior to the ClosingCompany. Except as set forth on SCHEDULE Schedule 2.18 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on SCHEDULE Schedule 2.18, none of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation Company or will prevent or restrict the Company or the LandCARE from freely providing services to any person.

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in violation of any of its Charter Documents. Neither the Company nor, to the knowledge of the StockholderStephen W. Barley, any other party thereto thereto, is in material default under any leaseunxxx xxx xxxxx, instrumentxxstrument, license, permit or material agreement to which the Company is a party or by which its properties are bound (the "Material Documents"). Except as set forth on SCHEDULE Schedule 2.18, (a) the execution of this Agreement by the Company and the Stockholder and the performance by the Company and the Stockholder of their obligations hereunder and the consummation of the transactions contemplated hereby will not result in any material violation or material breach or constitute a material default under under, any of the terms or provisions of the Material Documents or the Charter Documents, and (b) at and after Documents which singly or in the Closing Date aggregate will have a material adverse effect on the Surviving Corporation will be entitled to operations of the rights and benefits under the Material Documents to which the Company is entitled immediately prior to the ClosingCompany. Except as set forth on SCHEDULE Schedule 2.18 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on SCHEDULE Schedule 2.18, none of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation Company or will prevent or restrict the Company or the LandCARE from freely providing services to any person.

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in violation of any of its Charter Documents. Neither the Company nor, to the knowledge of the StockholderStockholders, any other party thereto is in material default under any lease, instrument, license, permit or material agreement to which the Company is a party or by which its properties are bound (the "Material Documents"). Except as set forth on SCHEDULE 2.18, (a) the execution of this Agreement by the Company and the Stockholder Stockholders and the performance by the Company and the Stockholder Stockholders of their obligations hereunder and the consummation of the transactions contemplated hereby will not result in any violation or breach or constitute a default under any of the terms or provisions of the Material Documents or the Charter Documents, and (b) at and after the Closing Date the Surviving Corporation will be entitled to the rights and benefits under the Material Documents to which the Company is entitled immediately prior to the Closing. Except as set forth on SCHEDULE 2.18 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on SCHEDULE 2.18, none of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation or will prevent or restrict the Company or LandCARE from freely providing services to any person.

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in violation of any of its Charter Documents. Neither the Company nor, to the knowledge of the StockholderStockholders, any other party thereto is in material default under any lease, instrument, license, permit or material agreement to which the Company is a party or by which its properties are bound (the "Material Documents"). Except as set forth on SCHEDULE 2.18, (a) the execution of this Agreement by the Company and the Stockholder Stockholders and the performance by the Company and the Stockholder Stockholders of their obligations hereunder and the consummation of the transactions contemplated hereby will not result in any violation or breach or constitute a default under any of the terms or provisions of the Material Documents or the Charter Documents, and (b) at and after the Closing Date the Surviving Corporation Company will be entitled to the rights and benefits under the Material Documents to which the Company is entitled immediately prior to the Closing. Except as set forth on SCHEDULE 2.18 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on SCHEDULE 2.18, none of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation Company or will prevent or restrict the Company or LandCARE from freely providing services to any person.

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in violation of any its Articles of its Incorporation or Bylaws, each as amended to date ("Charter Documents") . Neither the Company nor, to the knowledge of the StockholderCompany, any other party thereto thereto, is in material default under any lease, instrument, license, permit or material agreement to which the Company is a party or by which its properties are bound (the "Material Documents"). Except as set forth on SCHEDULE in Schedule 2.18, (a) the execution of this Agreement by the Company and the Stockholder and the performance by the Company and the Stockholder of their its obligations hereunder and the consummation of the transactions contemplated hereby (including, without limitation, the assignment to Purchaser of the rights and benefits to which the Company is entitled under the Material Documents) will not result in any violation or breach or constitute a default under under, any of the terms or provisions of the Material Documents or the Charter Documents, and (b) at and after the Closing Date date hereof the Surviving Corporation Purchaser will be entitled to the rights and benefits the under the Material Documents to which the Company is entitled immediately prior to the Closingdate hereof. Except as set forth on SCHEDULE Schedule 2.18 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on SCHEDULE Schedule 2.18, none of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation Company or will prevent or restrict the Company or LandCARE Purchaser from freely providing services to any person.

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in violation of any of its Charter Documents. Neither the Company nor, to the knowledge of the StockholderStockholders, any other party thereto is in material default under any lease, instrument, license, permit or material agreement to which the Company is a party or by which its properties are bound (the "Material Documents"). Except as set forth on SCHEDULE 2.18, (a) the execution of this Agreement by the Company and the Stockholder Stockholders and the performance by the Company and the Stockholder Stockholders of their obligations hereunder and the consummation of the transactions contemplated hereby will not result in any violation or breach or constitute a default under any of the terms or provisions of the Material Documents or the Charter Documents, and (b) at and after the Closing Date the Surviving Corporation Company will be entitled to the rights and benefits under the Material Documents to which the Company is entitled immediately prior to the Closing to the extent such documents do not terminate by their terms or, subsequent to the Closing, the Company does not breach or otherwise take any action to terminate such agreements. Except as set forth on SCHEDULE 2.18 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on SCHEDULE 2.18, none of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation Company or will prevent or restrict the Company or LandCARE from freely providing services to any person.

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company Seller is not in violation of any of its Charter Documents. Neither the Company Seller is not, nor, to the best knowledge of the StockholderSeller, any other party thereto thereto, is in material default under any lease, instrument, license, permit or material agreement to which the Company Seller is a party or by which its properties are bound (the "Material Documents"). Except as set forth on SCHEDULE 2.18in Schedule 2.19, (a) the execution of this Agreement by the Company and the Stockholder Seller and the performance by the Company and the Stockholder Seller of their its obligations hereunder and the consummation of the transactions contemplated hereby (including, without limitation, the assignment to the Purchaser of the rights and benefits to which the Seller is entitled under the Material Documents) will not result in any violation or breach or constitute a default under under, any of the terms or provisions of the Material Documents to which it is a party or the its Charter Documents, and (b) at and after the Closing Date the Surviving Corporation Purchaser will be entitled to the rights and benefits under the Material Documents to which the Company Seller is entitled immediately prior to the ClosingClosing Date. Except as set forth on SCHEDULE 2.18 Schedule 2.19 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, effect and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on SCHEDULE 2.18Schedule 2.19, none of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation Seller or will prevent or restrict the Company or LandCARE Purchaser from freely providing services to any person.

NO VIOLATIONS; ALL REQUIRED CONSENTS OBTAINED. The Company is not in violation of any of its Charter Documents. Neither the Company nor, to the knowledge of the Stockholder, any other party thereto is in material default under any lease, instrument, license, permit or material agreement to which the Company is a party or by which its properties are bound (the "Material Documents"). Except as set forth on SCHEDULE 2.18, (a) the execution of this Agreement by the Company and the Stockholder and the performance by the Company and the Stockholder of their obligations hereunder and the consummation of the transactions contemplated hereby will not result in any violation or breach or constitute a default under any of the terms or provisions of the Material Documents or the Charter Documents, and (b) at and after the Closing Date the Surviving Corporation Company will be entitled to the rights and benefits under the Material Documents to which the Company is entitled immediately prior to the Closing. Except as set forth on SCHEDULE 2.18 (and except for consents already obtained), none of the Material Documents requires notice to, or the consent or approval of, any governmental agency or other third party with respect to any of the transactions contemplated hereby in order to remain in full force and effect, and consummation of the transactions contemplated hereby will not give rise to any right to termination, cancellation or acceleration or loss of any right or benefit. Except as set forth on SCHEDULE 2.18, none of the Material Documents prohibits the use or publication of the name of any other party to such Material Document, and none of the Material Documents prohibits or restricts the Surviving Corporation Company or will prevent or restrict the Company or LandCARE from freely providing services to any person.