Common use of Legal Compliance Clause in Contracts

Legal Compliance. (a) The Company has been conducted in all material respects in compliance with all applicable laws (including rules, regulations, injunctions, judgments, orders and decrees) of all federal, state, local and foreign governments (and their agencies), including without limitation any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decree.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Monterey Capital Acquisition Corp), Membership Interest Purchase Agreement (Monterey Capital Acquisition Corp), Stock Purchase Agreement (Monterey Capital Acquisition Corp)

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Legal Compliance. (a) The Company has been conducted in all material respects in compliance and its Affiliates have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Issuer Direct Corp), Agreement and Plan of Merger (Grace Development Inc), Agreement and Plan of Merger (Grace Development Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance and its Subsidiaries have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local and foreign governments and all agencies thereof (including but not limited to the New York and their agenciesConnecticut Departments of Insurance and Health, and HCFA), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Wellcare Management Group Inc), Stock Purchase Agreement (Wellcare Management Group Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local and foreign governments (and their agencies), including without limitation any and all so-called environmental lawsgovernmental authorities, and have not at no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Company alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 2 contracts

Samples: Agreement (Link Group Inc), Agreement (Link Group Inc)

Legal Compliance. (a) The Company has been conducted complied in all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against it alleging any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dynamicweb Enterprises Inc), Agreement and Plan of Merger (Dynamicweb Enterprises Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance and its predecessors and Affiliates have complied with all applicable laws (including rules, regulations, injunctions, judgments, orders Laws and decrees) of all federal, state, local and foreign governments (and their agencies), including without limitation any and all so-called environmental lawsOrders, and have not at no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Company alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Computer Horizons Corp), Purchase Agreement (Paradigm Holdings, Inc)

Legal Compliance. (ai) The Company has been conducted complied in all material respects in compliance with all applicable laws (including rules, regulations, injunctions, judgments, orders rules and decreesregulations thereunder) of all federal, state, and local and foreign governments (and their agenciesall agencies thereof), and to the Knowledge of the Majority Shareholder and the Company, no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against the Company alleging any failure to comply with any such law or regulation, including without limitation any and all so-called environmental lawsthose relating to the employment of labor, employee civil rights, and have not at any time from equal employment opportunities and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreerelating to antitrust matters.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Cumulus Media Inc), Stock Purchase Agreement (Cumulus Media Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance and its predecessors and Affiliates have complied with all applicable laws (including rules, regulations, codes, injunctions, judgments, orders orders, decrees, and decrees) rulings of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof)), including without limitation and no action, suit, proceeding, hearing, complaint, claim, demand, notice or investigation has been filed or commenced, or to the Knowledge of the Shareholders and the Company, threatened against the Company alleging any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 2 contracts

Samples: Merger Agreement and Plan of Reorganization (Orex Corp), Merger Agreement and Plan of Reorganization (Orex Corp)

Legal Compliance. (a) The Company Each of the Company, its Subsidiaries, and their respective predecessors and Affiliates has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Penn Treaty American Corp), Stock Purchase Agreement (Penn Treaty American Corp)

Legal Compliance. (a) The Company has been conducted in and its Subsidiaries have complied with all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental lawsof them alleging any failure so to comply, and except where the failure to comply would not have not at any time from and after January 1, 2017, received notice of any violation a Material Adverse Effect on the Company or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreeits Subsidiaries.

Appears in 2 contracts

Samples: Preferred Unit Purchase Agreement (Elandia International Inc.), Preferred Unit Purchase Agreement (Elandia International Inc.)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation any and all so-called environmental laws, and except where the failure to comply would not have not at any time from and after January 1, 2017, received notice a material adverse effect upon the financial condition of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreeCompany taken as a whole.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nova Communications LTD), Asset Purchase Agreement (Encompass Holdings, Inc.)

Legal Compliance. (a) The To the best of its knowledge, the Company has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental lawsof them alleging any failure so to comply, and except where the failure to comply would not have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreea material adverse effect.

Appears in 2 contracts

Samples: Change of Control Agreement (Brownshire Holdings, Inc.), Change of Control Agreement (Brownshire Holdings, Inc.)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental lawsof them alleging any failure so to comply, and except where the failure to comply would not have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreea material adverse effect.

Appears in 1 contract

Samples: Agreement (United Restaurant Management, Inc.)

Legal Compliance. (a) The Company To the Knowledge of the Company, the Company, and its predecessors and Affiliates, has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Glacier Corp)

Legal Compliance. (a) The Company has been conducted in complied with all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof). No action, including without limitation suit, proceeding, hearing, investigation, charge, complaint, claim, demand, notice or inquiry has been filed or commenced against the Company by any and all so-called environmental laws, and have not at governmental body alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure to so comply.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Nastech Pharmaceutical Co Inc)

Legal Compliance. (a) The Company has been conducted Company, its Affiliates and their respective predecessors have complied in all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Geokinetics Inc)

Legal Compliance. (a) The Company Each of the Company, its Subsidiaries, and their respective predecessors and Affiliates has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agencies), including without limitation any and all so-called environmental lawsagencies thereof) if any, and have not at no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any time from and after January 1, 2017, received notice of them alleging any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock and Warrant Purchase Agreement (China Energy Resources Corp)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder and including the Foreign Corrupt Practices Act, 15 U.S.C. 78dd-1 et seq.) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Limited Liability Company Membership Interest Purchase Agreement (Hythiam Inc)

Legal Compliance. (a) The Each of the Company and its Subsidiaries has been conducted in all material respects complied and is in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings and decreescharges thereunder) of all any federal, state, local and or foreign governments government, or any Governmental Entity (and their agenciesother than Environmental Laws, which are addressed in Section 3.17 above), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Globe Manufacturing Corp)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agencies)all agencies thereof) that are material to the operation of the Business of the Company, including without limitation and, to the Knowledge of the Article IV Parties, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Boxlight Corp)

Legal Compliance. (a) The Except as set forth on Schedule 4.10, the Company has been conducted in all material respects in compliance and its Affiliates have complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and, to the Knowledge of the Company and the directors and officers of the Company, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Share Purchase Agreement (Protea Biosciences Group, Inc.)

Legal Compliance. (a) The Company has been conducted complied in all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, state and local and foreign governments (and their agenciesall agencies thereof) applicable to the Company and no action, suit, proceeding, hearing, investigation (to the Founders' Knowledge), including without limitation charge, complaint, claim, demand, or notice has been filed or commenced against the Company alleging any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Axsys Technologies Inc)

Legal Compliance. (a) The Each of the Company and its Subsidiaries has been conducted complied in all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, state and local and foreign governments (and their agenciesall agencies thereof), including without limitation and none of the Company or its Subsidiaries has received written notice that any and all so-called environmental lawsmaterial action, and have not at suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any time from and after January 1, 2017, received notice of them alleging any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aramark Corp/De)

Legal Compliance. (a) The Company Each of the Company, its Subsidiaries, and their respective predecessors and Affiliates, has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mti Technology Corp)

Legal Compliance. (a) The Each of the Company and its respective ---------------- predecessors and Affiliates has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Southwest Water Co)

Legal Compliance. (a) The Company Each of the Company, the Sellers and their respective ---------------- predecessors and Affiliates has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intellisys Group Inc)

Legal Compliance. (a) The Each of the Company and its predecessors and ---------------- Affiliates has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intellisys Group Inc)

Legal Compliance. (a) 4.22.1 The Company has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, injunctions, judgments, orders rules and decreesregulations thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no charge, compliant, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against the Company alleging any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of failure to comply with any such law, rule, law or regulation, injunction, judgment, rider or decree.

Appears in 1 contract

Samples: Stock Purchase Agreement (Wade Cook Financial Corp)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance and its Affiliates have ---------------- complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or to the Knowledge of the Directors and officers of the Buyer commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply with respect to the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Jackson Products Inc)

Legal Compliance. (a) The Each of the Company and its predecessors and Affiliates has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, injunctions, judgments, orders orders, decrees, and decrees) rulings of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof)), including without limitation and no action, suit, proceeding, hearing, complaint, claim, demand, notice or investigation has been filed or commenced, or to the knowledge of the Company, threatened against the Company alleging any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Merger Agreement (Worldport Communications Inc)

Legal Compliance. (a) The Company has been conducted is in compliance in all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Geokinetics Inc)

Legal Compliance. (a) The Company Each of the Company, its Subsidiaries, and their respective predecessors and Affiliates has been conducted in all material respects in compliance substantially complied with all applicable laws (including Material rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rocky Mountain Internet Inc)

Legal Compliance. (a) The Each of the Company and the Subsidiary has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Emrise CORP)

Legal Compliance. (a) The Company has been conducted and its predecessors and Affiliates have complied in all material respects in compliance with all applicable laws (including rules, regulations, injunctions, judgments, orders and decrees) Laws of all federal, state, and local and foreign governments (and their agencies), including without limitation any and all so-called environmental lawsGovernmental Authorities, and have not at no Proceeding or notice has been filed or commenced against them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Membership Unit Purchase Agreement (Alpha NR Holding Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws ----------------- (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intellisys Group Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance and its predecessors have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, stateprovincial, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no investigation, charge, complaint, claim, has been filed or commenced against any and all so-called environmental lawsof them alleging any failure so to comply. Further, and have not at no action, suit, proceeding, hearing, demand, or notice has been filed or commenced against any time from and after January 1, 2017, received notice of them alleging any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Share Purchase Agreement (BPO Management Services, Inc.)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance and its Affiliates have complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and, to the Knowledge of the Sellers and the Directors and officers of the Company, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Boxlight Corp)

Legal Compliance. (a) The To the Company's and Shareholders' knowledge, the ---------------- Company has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation any and all so-called environmental laws, and except where the failure to comply would not have not at any time from and after January 1, 2017, received notice a material adverse effect upon the financial condition of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreethe Company taken as a whole.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Enviro Clean of America Inc)

Legal Compliance. (a) The Except as set forth on Section 4.11 of the Company has been conducted in all material respects in compliance Letter, the Company and its Subsidiary have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ducommun Inc /De/)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance and its predecessors and Affiliates have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof). Except as set forth on Schedule 3.10, including without limitation no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced, or to the Company’s knowledge, threatened against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Streicher Mobile Fueling Inc)

Legal Compliance. (a) The Company has been conducted complied in all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation 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 and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Communication Systems Inc)

Legal Compliance. (a) The Each Company has been conducted complied in all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings and decreescharges thereunder) of all federal, state, local and foreign governments (and their agencies), including without limitation any and all so-called environmental lawsGovernmental Authorities, and have not at no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed or commenced against any time from and after January 1, 2017, received notice of them alleging any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spectrasite Holdings Inc)

Legal Compliance. (a) The Company has been conducted complied in all material respects in compliance with all applicable laws (including ruleslaws, regulations, injunctions, judgments, orders rules and decrees) regulations of all federal, state, local and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice is pending, or during the past three years has been filed or commenced, against the Company alleging any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure to so comply.

Appears in 1 contract

Samples: Merger Agreement (Spectranetics Corp)

Legal Compliance. (a) The Company has been conducted complied in all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local and foreign governments (and their agencies), including without limitation any and all so-called environmental lawsGovernmental Authorities, and have not at no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against it alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Merger Agreement (Spectrasite Holdings Inc)

Legal Compliance. (ai) The So far as the Vendor is aware, the Company has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local and foreign governments (and their agencies), including without limitation any and all so-called environmental lawsgovernmental authorities, and have not at no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Company alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Agreement (Art Boutique Inc)

Legal Compliance. (a) The Each of the Company and its predecessors and ----------------- Affiliates has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intellisys Group Inc)

Legal Compliance. (a) The Company has been conducted Company, its Subsidiaries and their respective predecessors and Affiliates have complied in all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Securities Purchase Agreement (Issuer Direct Corp)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance and its predecessors have complied with ---------------- all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Argosy Education Group Inc)

Legal Compliance. (a) The Company has been conducted in all material respects and its Subsidiaries are in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign non-U.S. governments (and their agenciesall agencies thereof) (collectively, the “Legal Requirements”), including without limitation any and all so-called environmental laws, and except where the failure to comply would not have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreea Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Telular Corp)

Legal Compliance. (ai) The Company has been conducted in all material respects in compliance complied with all applicable laws (including rulesrules and regulation, regulations, injunctions, judgments, orders and decreesthereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof). No charge, including without limitation complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed or commenced against the Company alleging any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of failure to comply with any such law, rule, law or regulation, injunction, judgment, rider or decree.

Appears in 1 contract

Samples: Stock Purchase and Subscription Agreement (Upgrade International Corp /Fl/)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all ---------------- applicable laws (including rules, regulations, injunctionscodes, plans, judgments, orders orders, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Company alleging any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure to so comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sheffield Steel Corp)

Legal Compliance. (ai) The Company has been conducted in all material respects is in compliance with with, and has complied with, all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Company (or against any and all so-called environmental laws, and have not at asset of the Company in any time from and after January 1, 2017, received notice of other manner) alleging any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Purchase & Sale Agreement (Smsa Gainesville Acquisition Corp.)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental lawsof them alleging any failure so to comply, and except where the failure to so comply would not have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreea Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Scriptgen Pharmaceuticals Inc)

Legal Compliance. (ai) The Each of the Company and its predecessors and Affiliates has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, injunctionscodes, judgmentsplans, orders Orders, and decreescharges thereunder) of all federal, state, local and foreign governments (and their agencies), including without limitation any and all so-called environmental lawsAuthorities, and have not at no Action or notice has been filed or commenced against any time from and after January 1, 2017, received notice of them alleging any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (National Vision Associates LTD)

Legal Compliance. (a) The Company has been conducted in all material respects complied and is in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, state and local and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been served by a court officer (or to the Seller's knowledge, filed or commenced) against the Company alleging any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Membership Acquisition Agreement (Cirtran Corp)

Legal Compliance. (a) The Company has been conducted complied, in all material respects in compliance respects, with all Governmental Authorizations, and all other applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against it alleging any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nstor Technologies Inc)

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Legal Compliance. (a) The Company has been conducted complied in all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings and decreescharges thereunder) of all federal, state, local and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed or commenced or, to the Knowledge of the Seller, threatened against the Company alleging any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Purchase Agreement (Graymark Healthcare, Inc.)

Legal Compliance. (a) The Company has been conducted complied in all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced, or to the Company's knowledge, threatened against it alleging any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Asset Purchase Agreement (Streicher Mobile Fueling Inc)

Legal Compliance. (ai) The Each of the Company and its Subsidiaries has been conducted complied in all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and (ii) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Merger Purchase Agreement (Rexall Sundown Inc)

Legal Compliance. (a) The Company has been conducted and its Affiliates have complied, in all material respects in compliance respects, with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Orius Corp)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance Companies have complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges there under) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and, to the knowledge of Sellers and the members of Sellers, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Growlife, Inc.)

Legal Compliance. (a) The To the Knowledge of the Company, each of the Company and its Subsidiaries has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation any except where the failure to comply would not have a material adverse effect upon the financial condition of the Company and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreeits Subsidiaries taken as a whole.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vermillion Ventures Inc)

Legal Compliance. (a) The Company and its predecessors and Affiliates has been conducted complied in all material respects in compliance with all applicable laws (including rules, regulations, injunctions, judgments, orders and decrees) Laws of all federal, state, local and foreign governments (and their agencies), including without limitation any and all so-called environmental lawsGovernmental Authorities, and have not at no Proceeding or notice has been filed or commenced against any time from and after January 1, 2017, received notice of them alleging any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alpha NR Holding Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges there under) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and, to the Knowledge of the Seller and the Directors and officers the Company, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Company or any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (International Packaging & Logistics Group Inc.)

Legal Compliance. (a) The Company and its predecessors and Affiliates has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Specialty Care Network Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance and its predecessors and Affiliates have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and of them alleging any failure so to comply which would have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreea Company Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (D & K Healthcare Resources Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agencies)all agencies thereof) and no action, including without limitation suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or, to the Knowledge of the Sellers, commenced against it alleging any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (SCS Transportation Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges there under) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and, to the Knowledge of the Seller and the Directors and officers the Company, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (B-Maven, Inc.)

Legal Compliance. (a) The Company Company, and its predecessors and Affiliates, has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Rocky Mountain Internet Inc)

Legal Compliance. (a) The Each of the Company and its Subsidiaries has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental lawsof them alleging any failure so to comply, and except where the failure to comply would not have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreea Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Appnet Systems Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation any and all so-called environmental laws, and except where the failure to comply would not have not at any time from and after January 1, 2017, received notice a material adverse effect upon the financial condition of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreethe Company taken as a whole.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lamar Advertising Co)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance and its Affiliates have complied with all applicable laws Laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or to the knowledge of the directors and officers of the Company commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply with respect to this Transaction.

Appears in 1 contract

Samples: Securities Purchase Agreement

Legal Compliance. (a) The Company Each of the Companies has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof). No action, including without limitation suit, proceeding, hearing, investigation, charge, complaint, claim, demand, o:r notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cemtrex Inc)

Legal Compliance. (a) The Each of the Company and its Subsidiaries has been conducted complied in all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental lawsof them alleging any failure so to comply, and except where the failure to comply would not have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreea Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Merger Agreement (Radio One Inc)

Legal Compliance. (a) The Company has been conducted complied, in all material respects in compliance respects, with all applicable laws (including rules, regulations, injunctions, judgments, orders rules and decreesregulations thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof). No charge, including without limitation complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed, commenced or, to the knowledge of the Shareholders, threatened against the Company which is currently pending and alleges any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of failure to comply with any such law, rule, law or regulation, injunction, judgment, rider or decree.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allscripts Inc /Il)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and to Seller's knowledge, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure to so comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sam Houston Race Park LTD)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws ---------------- (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, state and local and foreign governments (and their agenciesall agencies thereof), including without limitation except where the failure to comply would not have a material adverse effect upon the financial condition of the Company taken as a whole. The Company has not received any and all so-called environmental notification of any asserted present or past failure by the Company to comply with such laws, and have not at any time from and after January 1, 2017, received notice of any violation rules or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreeregulations.

Appears in 1 contract

Samples: Stock Purchase Agreement (Enviro Clean of America Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws Jaws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, bearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Share Purchase Agreement (iQSTEL Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance Companies, and their predecessors and Affiliates, have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against the Companies alleging any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rocky Mountain Internet Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance and its predecessors have complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no investigation, charge, complaint, claim, has been filed or commenced against any and all so-called environmental lawsof them alleging any failure so to comply. Further, and have not at no action, suit, proceeding, hearing, demand, or notice has been filed or commenced against any time from and after January 1, 2017, received notice of them alleging any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (BPO Management Services)

Legal Compliance. (a) The Each of the Company and its Subsidiaries has been conducted ---------------- complied in all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Therma Wave Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cholestech Corporation)

Legal Compliance. (a) The Each of the Company and its predecessors and Affiliates has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, injunctions, judgments, orders Laws and decrees) of all federal, state, local and foreign governments (and their agencies), including without limitation any and all so-called environmental lawsOrders, and have not at no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any time from and after January 1, 2017, received notice of them alleging any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Computer Horizons Corp)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, injunctions, judgments, orders Laws and decrees) Orders of all federal, state, local and foreign governments Governmental Bodies (and their agencies), including without limitation all Laws and Orders of the Federal Trade Commission) and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed or commenced against Company alleging any and all so-called environmental lawsfailure so to comply, and except where the failure to comply with any of the above would not have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreea Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Diplomat Corp)

Legal Compliance. (a) The Company Each of the Companies and their respective predecessors and Affiliates has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Argosy Education Group Inc)

Legal Compliance. (a) The Company has been conducted complied, in all material respects in compliance respects, with all applicable laws (including rules, regulations, injunctions, judgments, orders rules and decreesregulations thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof). No charge, including without limitation complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice has been filed, commenced or, to the Knowledge of the Company or the Principal Shareholders, threatened against the Company which is currently pending and alleges any and all so-called environmental laws, and have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of failure to comply with any such law, rule, law or regulation, injunction, judgment, rider or decree.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Allscripts Inc /Il)

Legal Compliance. (a) The Company has been conducted in complied with all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federallocal, state, local and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental lawsof them alleging any failure so to comply, and except where the failure to comply would not have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreea Material Adverse Effect.

Appears in 1 contract

Samples: Share Sale and Purchase Agreement (Elandia International Inc.)

Legal Compliance. (a) The Company has been conducted in Company, and its predecessors and Affiliates, have complied with all material respects in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, and local and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sos Staffing Services Inc)

Legal Compliance. (a) The Company has been conducted in all material respects in compliance complied with all applicable laws (laws, including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decrees) charges thereunder, of all federal, state, local local, and foreign governments (and their agencies)governments, including without limitation any and all so-called environmental lawsagencies thereof, and except where the failure to comply would not have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreea material adverse effect upon its financial condition taken as a whole.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medifirst Solutions, Inc.)

Legal Compliance. (a) The Company and its predecessors and Affiliates has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agencies), including without limitation any all agencies thereof) except to the extent that noncompliance will not and all so-called environmental lawscould not reasonably be expected to have a Material Adverse Effect, and have not at no Proceeding, charge, complaint, claim, demand, or notice has been filed or commenced against any time from and after January 1, 2017, received notice of them alleging any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Legends of the Faith Inc)

Legal Compliance. (a) The Each of the Company and its Subsidiary has been conducted in all material respects in compliance complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings, and decreescharges thereunder) of all federal, state, local local, and foreign governments (and their agenciesall agencies thereof), including without limitation and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any and all so-called environmental laws, and have not at of them alleging any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure to comply.

Appears in 1 contract

Samples: Stock Purchase Agreement (Jpe Inc)

Legal Compliance. (a) The Company has been conducted in all material respects complied and is in compliance with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders orders, decrees, rulings and decreescharges thereunder) of all federal, state, local and foreign governments (and their agenciesall agencies thereof), including without limitation any and all so-called environmental lawsexcept where the failure to comply, and individually or in the aggregate, would not have not at any time from and after January 1, 2017, received notice of any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreea Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nelson Communications Inc)

Legal Compliance. (a) The Company Each of Holdings, the Company, its Subsidiaries, and their respective predecessors and Affiliates has been conducted complied in all material respects in compliance with all applicable laws (including rules, regulations, injunctions, judgments, orders and decrees) of all federal, state, local and foreign governments (and their agencies), including without limitation any and all so-called environmental lawsApplicable Laws, and have not at no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any time from and after January 1, 2017, received notice of them alleging any violation or alleged violation of any such law, rule, regulation, injunction, judgment, rider or decreefailure so to comply.

Appears in 1 contract

Samples: Merger Agreement (Spectrasite Holdings Inc)

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