Common use of Litigation and Compliance with Laws Clause in Contracts

Litigation and Compliance with Laws. There is no litigation or legal or other action, suit, proceeding or, to AMG's best knowledge, investigation, at law or in equity, or before any federal, state, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign, in which AMG or any officer or director thereof is engaged, or, to the best knowledge of AMG, with which any of them is threatened, in connection with the business, affairs, properties or assets of AMG or which might call into question the validity or hinder the enforceability or performance of this Agreement, or of the other Transaction Documents or any of the other agreements and transactions contemplated hereby and thereby. None of AMG nor any of its officers or directors is engaged in any litigation or legal or other actions, suits, proceedings or, to AMG's best knowledge, investigations, at law or in equity, or before any federal, state, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign (including, without limitation, any voluntary or involuntary proceedings under the Bankruptcy Code), in each case in connection with the business, affairs, properties or assets of AMG. AMG is, and at all times has been, in material compliance with all laws and governmental rules and regulations, domestic or foreign, including, without limitation, all federal or state securities laws applicable to the business, affairs, properties or assets of AMG, except where non-compliance therewith, in any individual instance or any series of related instances, would not have a Material Adverse Effect on AMG. None of AMG nor any officer or director thereof, is in material default with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, municipal or other governmental agency, board, commission, bureau, instrumentality or department, domestic or foreign, relating to any aspect of the business, affairs, properties or assets of AMG. None of AMG nor any officer or director thereof, is charged or, to the best knowledge of AMG, threatened with, or under investigation with respect to, any material violation of any provision of federal, state, municipal or other law or any administrative rule or regulation, domestic or foreign, affecting AMG or the transactions contemplated hereby.

Litigation and Compliance with Laws. There (a) Except as set forth in SCHEDULE 2.14, there is no litigation or legal or other investigation, action, suit, suit or proceeding or, to AMG's best knowledge, investigation, at law or in equity, equity or by or before any federal, state, municipal governmental instrumentality or other governmental department, commission, board, agency or instrumentality, domestic or foreign, in which AMG or any officer or director thereof is engaged, now pending or, to the best knowledge of AMGthe Company, with threatened against the Company or any Founder or key employee of the Company, which any calls or has a possibility of them is threatened, in connection with the business, affairs, properties or assets of AMG or which might call calling into question the validity validity, or hinder hindering the enforceability or performance performance. of this Agreement, Agreement or of the other Transaction Documents any action taken or to be taken pursuant hereto or by any of the other agreements and transactions contemplated hereby hereby; nor to the best knowledge of the Company, has there occurred any event or does there exist any condition on the basis of which any such litigation, proceeding or investigation should reasonably be anticipated to be instituted and thereby. None have a material adverse effect on the Company or the business prospects of AMG nor any of its officers or directors is engaged the Company. (b) Except as to subject matter more specifically addressed elsewhere in any litigation or legal or other actionsthis Agreement and except as set forth in SCHEDULE 2.14, suits, proceedings or, to AMG's best knowledge, investigations, at law or in equity, or before any federal, state, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign (including, without limitation, any voluntary or involuntary proceedings under the Bankruptcy Code), in each case in connection with the business, affairs, properties or assets of AMG. AMG Company is, and at all times during its existence has been, in material compliance with all laws and governmental rules and regulations, domestic or foreign, including, without limitation, foreign and all federal export control or state securities similar laws applicable to the business, affairs, properties or assets of AMGregulations, except where non-compliance therewith, in any individual instance or any series of related instances, would not have a Material Adverse Effect material adverse effect on AMGthe Company. None of AMG nor Except as set forth in SCHEDULE 2.14, the Company is not in default in any officer or director thereof, is in material default respect with respect to any judgment, order, writ, injunction, decree, demand or assessment assessment, that the Company or its assets are subject to or by which the Company is bound and which has been issued by any court or any federal, state, municipal or other governmental or self-regulatory agency, organization, board, commission, bureau, instrumentality or department, domestic or foreign, relating to any aspect of the business, affairs, properties or assets of AMGthe Company. None of AMG nor any officer or director thereofExcept as set forth in SCHEDULE 2.14, is the Company has not been charged or, to the best knowledge of AMGthe Company, threatened with, or under investigation with respect to, any material violation of any provision of material federal, foreign, state, municipal or other law or any administrative rule or regulation, domestic or foreignforeign in any matter directly relating to or affecting the business, affecting AMG affairs, properties or assets of the transactions contemplated herebyCompany.