Common use of Litigation and Compliance with Laws Clause in Contracts

Litigation and Compliance with Laws. Except as set forth on Schedule 3.12: (a) the Publications have not been operating under or subject to, or in default with respect to, any order, writ, injunction, judgment or decree of any Governmental Authority; (b) neither Sellers nor any of their agents or Affiliates has received any inquiry, written or oral, from any such authority concerning any of the operations or business of the Publications during the two (2) year period prior to the date of this Agreement; (c) there is no litigation, claim or arbitration pending by or against, or to the knowledge of Seller or its Affiliates, threatened against, Sellers, the Publications or Sellers’ agents or Affiliates related to or affecting any of the Acquired Assets or the operation of the Publications, including without limitation, any litigation, arbitration or claim relating to any union or union activities; and (d) Sellers and their Affiliates have complied with all laws, regulations, orders or decrees applicable to Sellers, the Acquired Assets and the Publications and the present uses by Seller of the Acquired Assets and the business and operation of the Publications do not violate any such laws, regulations, orders or decrees except for any such violations, which would not individually or in the aggregate, have or be reasonably expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Asset Purchase Agreement (New Media Investment Group Inc.), Asset Purchase Agreement, Asset Purchase Agreement (Morris Publishing Finance Co)

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Litigation and Compliance with Laws. Except as set forth on Schedule 3.12: (a) the Publications have Newspaper has not been operating under or subject to, or in default with respect to, any order, writ, injunction, judgment or decree of any Governmental Authoritycourt or federal, state, or local governmental authority or agency; (b) neither Sellers nor any of their officers, agents or Affiliates affiliates has received any inquiry, written or oral, from any such authority concerning any of the operations or business of the Publications Newspaper during the two (2) two-year period prior to the date of this AgreementAgreement which has had or is reasonably expected by Sellers to have a Material Adverse Effect; (c) there is no litigation, claim or arbitration pending by or against, or to the knowledge of Seller Sellers or its Affiliatestheir affiliates, threatened against, Sellers, any Seller or the Publications or Sellers’ agents or Affiliates Newspaper related to or affecting any of the Acquired Assets or the operation of the PublicationsNewspaper, including without limitation, any litigation, arbitration or claim relating to any union or union activities; and (d) Sellers and their Affiliates affiliates have complied with all laws, regulations, orders or decrees applicable to Sellers, the Acquired Assets and the Publications Newspaper and the present uses by Seller Sellers of the Acquired Assets and the business and operation of the Publications Newspaper do not violate any such laws, regulations, orders or decrees decrees, except for any such violationsnon-compliance with or violation of any of the foregoing that, which would not individually singly or in the aggregate, have or be has not had and is reasonably expected by Sellers not to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Champion Industries Inc), Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (GateHouse Media, Inc.)

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