Legal Requirements. No Awards shall be granted and the Company shall have no obligation to make any payment under the Plan, whether in Shares, cash, or a combination thereof, unless such payment is, without further action by the Committee, in compliance with all applicable Federal and state laws and regulations, including, without limitation, the Code and Federal and state securities laws.

Legal Opinion. The Administrative Agent shall have received the legal opinion of DLA Piper LLP, counsel for the Loan Parties, which opinion shall # be dated as of the Second Amendment Effective Date, # be addressed to the Agents and the [[Organization B:Organization]] and # cover such matters relating to the Amendment as the Administrative Agent may reasonably require. Each Loan Party hereby instructs such counsel to deliver such opinions to the Agents and the [[Organization B:Organization]].

Legal Impediment. There shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the proceeds of the realization of any such rights.

Legal Proceedings. Except as set forth on [Schedule 4.10] of the Disclosure Schedules, there are no actions, suits, claims, investigations or other legal proceedings pending or, to [[Organization A:Organization]]’s Knowledge, threatened against or by [[Organization A:Organization]] relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which, if determined adversely to [[Organization A:Organization]], would result in a Material Adverse Effect.

Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Purchaser's knowledge, threatened against or by Purchaser or any Affiliate of Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Legal Fees. The Company shall pay all legal fees, court costs, fees of experts and other costs and expenses when incurred by Employee in connection with any actual, threatened or contemplated litigation or legal, administrative or other proceedings involving the provisions of this Section 14, whether or not initiated by the Employee. The Company agrees to pay such amounts within 10 days following the Company’s receipt of an invoice from the Employee, provided that the Employee shall have submitted an invoice for such amounts at least 30 days before the end of the calendar year next following the calendar year in which such fees and disbursements were incurred.

Legal Disability. If a person entitled to any payment under this ERA is, in the sole judgment of the Plan Administrator, under a legal disability, or otherwise is unable to apply such payment to his own interest and advantage, the Plan Administrator, in the exercise of its discretion, may direct the Employer or payor of the benefit to make any such payment in any one (1) or more of the following ways:

Legal Requirements. Without limiting the generality of Section 8 of the Plan, the Company may postpone the issuance and delivery of Shares after vesting of the Award until # the admission of such Shares to listing on any stock exchange or exchanges on which Shares of the Company of the same classes are then listed and # the completion of such registration or other qualification of such Shares under any state or federal law, rule or regulation as the Company shall determine to be necessary or advisable.

Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

There is no material Proceeding or Order pending, outstanding or, to the Seller’s Knowledge, threatened against or related to the Acquired Assets, whether at law or in equity, whether civil or criminal in nature or by or before any arbitrator or Governmental Authority, nor, to the Seller’s Knowledge, are there any investigations relating to the Acquired Assets or, to the Seller’s Knowledge, threatened by or before any arbitrator or any Governmental Authority, which, if determined adversely to the Seller, would be material to the Acquired Assets, taken as a whole, or which would reasonably be expected to impair the Seller’s ability to consummate any of the transactions contemplated hereby or by any of the other Transaction Documents.