Common use of Legal Compliance Clause in Contracts

Legal Compliance. To the Knowledge of Seller, Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effect.

Legal Compliance. To the Knowledge of Seller, Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against it alleging any failure so to comply, except where the failure to comply would not have a Material Adverse EffectEffect on the Purchased Assets.

Legal Compliance. To the Knowledge of Seller, The Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Seller alleging any failure so to comply would not have a Material Adverse Effectcomply.

Legal Compliance. To the Knowledge of Sellerthe Seller and Xxxxx, the Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effect.

Legal Compliance. To the Knowledge of Seller, Seller has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, local and foreign governments (and all agencies thereof), except where and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced or, to the Knowledge of Seller, threatened against Seller alleging any failure so to comply would not have a Material Adverse Effectcomply.

Legal Compliance. To the Knowledge of Seller, Seller has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, rulings and charges thereunder) of federal, state, local, local and foreign governments (and all agencies thereof)) and no action, except where the suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed or commenced against any of them alleging any failure so to comply would not have a Material Adverse Effectcomply.

Legal Compliance. To the Knowledge of Seller's knowledge, Seller has complied ----------------- with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effectmaterial adverse effect on the Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

Legal Compliance. To the Knowledge of Seller, The Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effectmaterial adverse effect upon the financial condition of the Business.

Legal Compliance. To the Knowledge of the Seller, the Seller has complied with all laws applicable laws to the Acquired Business (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effect.

Legal Compliance. To the Knowledge of Seller, The Seller has complied with all applicable laws material to its business (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Seller alleging any failure so to comply would not have a Material Adverse Effectwhich could in any way affect Seller’s ability to perform its obligations under this Agreement.

Legal Compliance. To the Knowledge of Seller, The Seller has materially complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply would not have a Material Adverse Effectcomply.

Legal Compliance. To the Knowledge of Seller, Seller has complied in all material respects with all applicable laws Laws (including rules, regulationsregulation, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, local and foreign governments (and all agencies thereof)) and no action, except where the suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against Seller alleging any failure so to comply would not have a Material Adverse Effectcomply.

Legal Compliance. To the Knowledge of Seller, Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunderthere under) of federal, state, local, and foreign governments (and all agencies thereof)) relating to the Acquired Assets, except where the and no Action has been filed or commenced against it alleging any failure so to comply would not have a Material Adverse Effectcomply.

Legal Compliance. To the Knowledge of the Seller, each of the Seller and its Subsidiaries has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effectmaterial adverse effect upon the financial condition of the Seller and its Subsidiaries taken as a whole.

Legal Compliance. To With respect to the Knowledge operations of Sellerthe Business, Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply, except where the failure to comply would not have a Business Material Adverse Effect.

Legal Compliance. To the Knowledge of Seller, The Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), ) except where the failure so to comply would not have a Material material Adverse EffectEffect on OpTest, and to the Seller's Knowledge no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging such failure so to comply.

Legal Compliance. To the Knowledge of Seller’s Knowledge, the Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where as they may relate directly to the Acquired Assets, and to Seller’s Knowledge no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Seller alleging any failure so to comply would not have a Material Adverse Effectcomply.

Legal Compliance. To The Seller (with respect to the Knowledge of Seller, Seller Assets) has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effect.

Legal Compliance. To the Knowledge of the Seller, the Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, rules and charges regulations thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effectmaterial adverse effect on the financial condition of the Seller taken as a whole.

Legal Compliance. To Seller (with respect to the Knowledge of Seller, Seller Assets) has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunderthereunder and common law) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effect.

Legal Compliance. To Seller's Knowledge, except as set forth in the Knowledge of SellerDisclosure Schedules, the Seller has complied is currently in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effectwith which could materially and adversely affect the Seller and/or its properties and/or its operations.

Legal Compliance. To In its ownership and operation of the Knowledge of SellerBusiness, Seller has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, rulings and charges thereunder) of federal, state, localall Governmental Authorities, and foreign governments (and all agencies thereof)no action, except where the suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against Seller alleging any failure so to comply would not have a Material Adverse Effectcomply.

Legal Compliance. To the Knowledge knowledge of SellerSeller after due inquiry, the Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against it alleging any failure so to comply, except where the failure to comply would not have a Material Adverse EffectEffect on the Purchased Assets.

Legal Compliance. (a) To the Knowledge knowledge of the Seller, and with respect to Seller's business, the Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, rules and charges regulations thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against the Seller alleging any failure to comply would not have a Material Adverse Effectwith any such law or regulation.

Legal Compliance. To the Knowledge of Seller, Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effectmaterial adverse effect upon the condition (financial or otherwise) of Seller.

Legal Compliance. To the Knowledge of Seller, Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against it alleging any failure so to comply would not have a Material Adverse Effectcomply.

Legal Compliance. To the Knowledge of Seller, Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign non-U.S. governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effect.

Legal Compliance. To the Knowledge knowledge of Seller, Seller has complied is in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, rulings and charges thereunder) of federal, state, local, local and foreign governments (and all agencies thereof), except where such non-compliance would not, individually or in the failure to comply would not aggregate, have a Material Adverse Effectmaterial adverse effect on any of the Acquired Assets or Seller's ability to consummate the Closing.

Legal Compliance. To the Knowledge of Seller, The Seller has complied with all applicable laws (including including, without limitation, all rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Seller alleging any failure so to comply would not have a Material Adverse Effectcomply.

Legal Compliance. To the Knowledge best knowledge of the Seller, Seller it has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effect.

Legal Compliance. To the Knowledge best knowledge of Seller, Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against it alleging any failure so to comply, except where the failure to comply would not have a Material Adverse EffectEffect on the Purchased Assets.

Legal Compliance. To the Knowledge of Seller, Seller has materially complied and is in material compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where and no action, suit, grievance, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed, commenced or, to the Knowledge of Seller, threatened against Seller alleging any failure so to comply would not have a Material Adverse Effectcomply.

Legal Compliance. To the Knowledge of Seller's knowledge, the Seller has complied ---------------- with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, state and foreign local governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effectmaterial adverse effect upon the financial condition of the Seller taken as a whole. The Seller has not received any notification of any asserted present or past failure by the Seller to comply with such laws, rules or regulations.

Legal Compliance. To the Knowledge of Seller, Seller has complied with all applicable laws in all material respects (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) thereunder of federal, state, local, and foreign governments (and all agencies thereof)), except where the and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against it alleging any failure so to comply would not have a Material Adverse Effectcomply.

Legal Compliance. To the Knowledge of Sellereach of Sellers and Parent, Seller each of the Sellers has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effectmaterial adverse effect upon the business, financial condition or operations of such Seller.

Legal Compliance. To the Knowledge of Seller, The Seller has complied with all applicable and valid laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effectmaterial adverse effect upon the financial condition of the Acquired Assets and Assumed Liabilities taken as a whole.

Legal Compliance. To With respect to the Knowledge of SellerBusiness, the Seller has complied in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, state and foreign local governments (and all agencies thereof), except where and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against Seller with respect to the Business alleging any failure so to comply would not have a Material Adverse Effectcomply.

Legal Compliance. To the Knowledge of Seller, Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign non-U.S. governments (and all agencies thereof), except where the and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against Seller alleging any failure so to comply would not have a Material Adverse Effectcomply.

Legal Compliance. To the Knowledge of Seller, Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against it alleging any failure so to comply would not have a Material Adverse Effectcomply.

Legal Compliance. To the Knowledge of Seller, The Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effectmaterial adverse effect upon the financial condition of the Seller.

Legal Compliance. To Seller’s Knowledge, except as set forth in the Knowledge of SellerDisclosure Schedules, the Seller has complied is currently in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effectwith which could materially and adversely affect the Seller and/or its properties and/or its operations.

Legal Compliance. To the Knowledge of Seller, Seller has complied with all applicable laws laws, to the extent related to the Business (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) under such laws), of federal, state, local, state and foreign local governments (and all agencies thereof), except where the failure to comply would not reasonably be expected to have a Material Adverse Effect.

Legal Compliance. To The Seller (with respect to the Knowledge of Seller, Seller Assets) has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effect.. (f)

Legal Compliance. To the Knowledge of the Seller, the Seller has complied with all applicable and valid laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof), except where the failure to comply would not have a Material Adverse Effectmaterial adverse effect upon the financial condition of the Acquired Assets and Assumed Liabilities taken as a whole.

Legal Compliance. (a) To the Knowledge of Seller's knowledge, Seller has complied with all applicable laws (including laws, statutes, ordinances, rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, regulations and charges thereunder) orders of federal, state, local, and foreign governments (and all agencies thereof)governmental entities applicable to the Business or the Purchased Assets, except where noncompliance individually or in the failure to comply aggregate would not materially and adversely affect the Business or the Purchased Assets. Seller and the Company have a Material Adverse Effectall permits, certificates, licenses, approvals and other authorizations required in connection with the operation of the Business, all of which are valid and effective.

Legal Compliance. To the Knowledge of Seller's Knowledge, Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federalprovincial, state, local, local and foreign governments (and all agencies thereof), except where the and, to Seller's Knowledge, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against it alleging any failure so to comply would not have a Material Adverse Effectcomply.