Compliance with Law; Litigation; Injunctions Sample Clauses

Compliance with Law; Litigation; Injunctions. The Company is in compliance with all applicable Laws and Orders and the terms of all Permits, except (i) as set forth in Section 3.7 of the Disclosure Letter and (ii) for failures to be in compliance the existence of which and cost of remedying would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Except for the matters set forth in Section 3.7 of the Disclosure Letter, as of the date of this Agreement, (i) there is no action, suit, arbitration or other judicial or administrative proceeding pending or, to Seller’s Knowledge, threatened against the Company, at law or in equity, before any Governmental Authority which is reasonably likely to result in a liability of the Company of $100,000 or more and has not been reflected, reserved against or otherwise disclosed in the Balance Sheet in accordance with GAAP or which would affect the legality, validity or enforceability of this Agreement or the Ancillary Instruments or the consummation of the transactions contemplated hereby or thereby and (ii) the Company is not a party to, and none of the Company and the Company’s assets or properties are subject to or bound by, any Order which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or which would affect the legality, validity or enforceability of this Agreement or the Ancillary Instruments or the consummation of the transactions contemplated hereby or thereby. The Company’s DOT certificate of public convenience and necessity and FAA operating certificate (the “Operating Certificates”) are each in full force and effect subject to their respective terms. The Company has not received from the FAA, the DOT or any other Governmental Authority any outstanding notice of cancellation, modification, suspension, revocation or termination with respect to the Operating Certificates, nor to Seller’s Knowledge, has the FAA, the DOT or any other Governmental Authority threatened any such revocation, cancellation, modification, suspension or termination.

Compliance with Law; Litigation; Injunctions. (i) None of the Companies nor any Included Entity is in violation of any law, rule, regulation, order, judgment or decree applicable to it, except (A) as set forth in SECTION 2.8 OF THE DISCLOSURE SCHEDULE and (B) for violations the existence of which and cost of remedying would not have a Material Adverse Effect. Except for the matters set forth in SECTION 2.8 OF THE DISCLOSURE SCHEDULE (as to which no representation or warranty is made), (ii) there is no action, suit, claim or other proceeding or investigation (each, a "PROCEEDING") pending or, to Sellers' knowledge, threatened against any of the Companies or Included Entities, at law or in equity, before any federal, state or municipal court, governmental administrative or regulatory agency or arbitrator which, if, adversely determined, would result in a Liability for any Company or Included Entity in excess of $250,000, and (ii) none of the Companies nor any Included Entity, or any of their respective assets, properties or businesses, is a party to, or subject to or bound by, any order, injunction or decree of any court or governmental authority which has a Material Adverse Effect. (a) Except as set forth on SECTION 2.8 OF THE DISCLOSURE SCHEDULE, since January 1, 1997, none of the Companies or Included Entities has received any written notice in any form from a governmental, administrative or regulatory authority (including any citations, notices of violations, complaints, consent orders or inspection reports) alleging that any of the Companies or Included Entities was not at the time of such notice or is not currently in compliance, in all material respects, with all applicable Permits, laws, rules, regulations, judgments or decrees.

Compliance with Law; Litigation; Injunctions. Holdings is not in violation in any material respect of any law, rule, permit, regulation, order, judgment or decree applicable to it, except as set forth in Part A of Section 4.8 of the Holdings Disclosure Letter. Except for the matters set forth in Part B of Section 4.8 of the Holdings Disclosure Letter, (i) there is no action, suit or other proceeding pending or, to Holdings' Knowledge, threatened, at law or in equity, before any federal, state or municipal court, administrative agency or arbitrator against Holdings and relating to the Holdings Newspapers and (ii) Holdings is not a party to, or subject to or bound by, any order, injunction or decree of any court or governmental authority relating to the Holdings Newspapers.

Compliance with Law; Litigation; Injunctions. Neither any Company nor the Company Subsidiaries has been or is in violation in any respect of any law, rule, permit, principle of common law, regulation, order, judgment or decree applicable to it, except (i) as set forth in Part A of Section 2.7 of the Disclosure Letter and (ii) for violations the existence of which and cost of remedying would not in the aggregate have a Material Adverse Effect. Except for the matters set forth in Part B of Section 2.7 of the Disclosure Letter, (i) there is no action, suit or other proceeding pending or, to Seller's knowledge, overtly threatened against either Company or any Company Subsidiary, at law or in equity, before any federal, state or municipal, foreign or other government court, administrative agency or arbitrator which is reasonably likely to have a Material Adverse Effect, (ii) neither of the Companies nor any Company Subsidiary is a party to, or subject to or bound by, any order, injunction or decree of any court or governmental authority which has or reasonably likely to have a Material Adverse Effect and (iii) to the knowledge of Seller, no event has occurred that is reasonably likely to give rise to or serve as a basis for the commencement of any action, suit or other proceeding which has or is reasonably likely to have a Material Adverse Effect.

Compliance with Law; Litigation; Injunctions. Buyer is not in violation of any Law or Permit applicable to it. As of the date of this Agreement, (i) there is no Proceeding pending or threatened against Buyer, at law or in equity, before any Governmental Authority other than those arising in the ordinary course of business consistent with past practice, and (ii) Buyer is not a party to, or subject to or bound by, any Order. 62587121_2 SV\1145690.24

Compliance with Law; Litigation; Injunctions. None of the -------------------------------------------- Companies is in violation of any Law, Permit or Order applicable to it and, since December 31, 2003, the Companies have conducted and currently are conducting the Business in compliance with all applicable Laws, except in each case for violations the existence of which and cost of remedying would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. As of the date of this Agreement, (i) there is no action, suit or other judicial or administrative proceeding pending or, to the Knowledge of Vendor and Cenveo, overtly threatened against any Company, at law or in equity, before any Governmental Authority which is reasonably likely to, individually or in the aggregate, have a Material Adverse Effect, and (ii) none of the Companies is a party to, or subject to or bound by, any Order which has or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. To the Knowledge of Vendor and Cenveo, since December 31, 2003, none of the Companies has received any written notice of any alleged violation of any such Laws, except with respect to such violations that are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

Compliance with Law; Litigation; Injunctions. (a) Except for matters set forth in Section 3.6 of the Seller Disclosure Schedule, neither the Company nor any of its Subsidiaries is in, or at any time since October 1, 2009 has been in, violation in any material respect of any Law (including the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”)) or material Permit applicable to it. Except for the matters set forth in Section 3.6 of the Seller Disclosure Schedule, as of the date of this Agreement, (i) there is no material Proceeding pending or, to Seller’s Knowledge, threatened against the Company or any of its Subsidiaries, at law or in equity, before any Governmental Authority (other than passenger litigation covered by insurance and arising in the ordinary course of business; provided that such litigation shall not include (A) any class action litigation or (B) multiple claims for serious personal injury arising from the same incident), and (ii) neither the Company nor any of its Subsidiaries is a party to, subject to or bound by, any material Order. (b) Without limiting the generality of the foregoing, since October 1, 2009, none of the Company, its Subsidiaries or any current or former director, officer, employee or agent of the Company or any of its Subsidiaries (while so employed or acting in his, her or its capacity as agent for the Company or any of its Subsidiaries) has, directly or indirectly, made or received, or agreed to make or receive, any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person in violation of the FCPA or similar foreign anti-corruption Law. The Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure compliance with such Laws.

Compliance with Law; Litigation; Injunctions. Triple Sub is not in violation in any material respect of any law, rule, permit, regulation, order, judgment or decree applicable to it, except as set forth in Part A of Section 3.8 of the Triple Sub Disclosure Letter. Except for the matters set forth in Part B of Section 3.8 of the Triple Sub Disclosure Letter, (i) there is no action, suit or other proceeding pending or, to Triple Sub’s Knowledge threatened, at law or in equity, before any federal, state or municipal court, administrative agency or arbitrator against Triple Sub and relating to the Triple Newspapers, and (ii) Triple Sub is not a party to, or subject to or bound by, any order, injunction or decree of any court or governmental authority relating to the Triple Newspapers.

Compliance with Law; Litigation; Injunctions. Liberty Sub is not in violation in any material respect of any law, rule, permit, regulation, order, judgment or decree applicable to it, except as set forth in Part A of Section 3.8 of the Liberty Sub Disclosure Letter. Except for the matters set forth in Part B of Section 3.8 of the Liberty Sub Disclosure Letter, (i) there is no action, suit or other proceeding pending or, to Liberty Sub's Knowledge threatened, at law or in equity, before any federal, state or municipal court, administrative agency or arbitrator against Liberty Sub and relating to the Liberty Newspapers, and (ii) Liberty Sub is not a party to, or subject to or bound by, any order, injunction or decree of any court or governmental authority relating to the Liberty Newspapers.