Absence of Litigation, Claims and Orders. There are no Claims or Proceedings pending or, to the knowledge of Buyer, threatened on behalf of or against it that challenge (i) the validity of this Agreement or any other Transaction Document to which it is a party or (ii) any action taken or to be taken by it pursuant to this Agreement or any other Transaction Documents to which it is a party or in connection with the transactions contemplated hereby and thereby.
Absence of Litigation, Claims and Orders. As of the date hereof, there are no Proceedings pending or, to the Knowledge of Purchaser, threatened on behalf of or against Purchaser or Parent that (i) challenges (a) the validity of this Agreement or any other Transaction Document to which Purchaser or Parent is a party or (b) any action taken or to be taken by Purchaser or Parent pursuant to this Agreement or any other Transaction Documents to which Purchaser or Parent is a party or in connection with the transactions contemplated hereby and thereby, (ii) would be reasonably likely to impair or delay the transactions contemplated hereby or the ability to consummate the transactions contemplated hereby or (iii) would be reasonably likely to adversely affect Purchaser’s or Parent’s performance under this Agreement or the consummation of the transactions contemplated hereby.
Absence of Litigation, Claims and Orders. As of the date hereof, there is no Claim pending or threatened on behalf of or against Parent or Merger Sub that questions or challenges (a) the validity of this Agreement or any Related Agreement to which they are a party or (b) any action taken or to be taken by them pursuant to this Agreement or any Related Agreement to which they are a party or in connection with the transactions contemplated hereby and thereby. As of the date hereof, neither Parent nor Merger Sub is subject to any outstanding Claim or Order in respect of this Agreement, any Related Agreement to which they are a party or the transactions contemplated hereby and thereby.
Absence of Litigation, Claims and Orders. Except as set forth on Section 3.10 of the Disclosure Schedule, there are no, and at all times there have been no, (a) Claims or Proceedings pending or, to the Knowledge of the Company, threatened against any member of the Company Group or the Company Group’s properties, rights or assets, or (b) Orders outstanding to which any member of the Company Group or any of the Company Group’s properties, rights or assets is or are subject. There are no Claims or Proceedings as of the date hereof pending or, to the Knowledge of the Company, threatened on behalf of or against any member of the Company Group that challenge (i) the validity of this Agreement or any other Transaction Document to which any member of the Company Group is a party or (ii) any action taken or to be taken by it pursuant to this Agreement or any other Transaction Documents to which any member of the Company Group is a party or in connection with the transactions contemplated hereby and thereby.
Absence of Litigation, Claims and Orders. Except as set forth on Section 3.10 of the Company Disclosure Schedule, there are no, and since January 1, 2018, there have been no, (a) Claims pending or threatened against Parent (to the extent relating to the Business), any Seller, any member of the Company Group or any of the Business’s properties, rights or assets, or (b) Orders outstanding to which such Parent (to the extent relating to the Business), Seller, member of the Company Group or any of the Business’s properties, rights or assets is subject, in each case, that have resulted in or, that, if determined adversely to Parent, such Seller or member of the Company Group (as applicable), would reasonably be expected to be, individually or in the aggregate, material. There are no Claims pending or threatened on behalf of or against Parent, such Seller or member of the Company Group that challenge (i) the validity of any Transaction Document to which it is a party or (ii) any action taken or to be taken by it pursuant to any Transaction Document to which it is a party or in connection with the transactions contemplated thereby.
Absence of Litigation, Claims and Orders. There are no (a) Claims pending or, to the Knowledge of Buyer, threatened against Buyer or any of its Subsidiaries or Affiliates or any of their respective properties, rights or assets, or (b) Orders outstanding to which Buyer or any of its properties, rights or assets is subject in either case that would have a Buyer Material Adverse Effect. There are no Claims pending, or, to the Knowledge of Buyer, threatened on behalf of or against Buyer or any of its Subsidiaries or Affiliates that (i) challenges (A) the validity of this Agreement or any other Transaction Document to which Buyer or any of its Subsidiaries or Affiliates is a party or (B) any action taken or to be taken by Buyer or any of its Subsidiaries or Affiliates pursuant to this Agreement or any other Transaction Documents to which Buyer or any of its Subsidiaries or Affiliates is a party or in connection with the transactions contemplated hereby and thereby, (ii) would reasonably be expected to materially impair or delay Buyer’s or Buyer Guarantor’s ability to consummate the transactions contemplated hereby, or (iii) would reasonably be expected to materially adversely affect Buyer’s or Buyer Guarantor’s performance under this Agreement or the consummation by Buyer or Buyer Guarantor of the transactions contemplated hereby (each of the effects in clause (ii) or (iii) being, a “Buyer Material Adverse Effect”).
Absence of Litigation, Claims and Orders. Except as set forth on Section 3.10 of the Company Disclosure Schedule, as of the date hereof, there are no (a) material Claims pending or, to the Knowledge of the Company, threatened against any Acquired Company or, solely with respect to the Business, any Seller or any properties, rights or assets of the Business, or (b) material Orders outstanding to which any Acquired Company or, solely with respect to the Business, any Seller or any of properties, rights or assets of the Business is subject. There are no Claims as of the date hereof pending or, to the Knowledge of Company, threatened on behalf of or against any Acquired Company or, solely with respect to the Business, any Seller that (i) challenge (A) the validity of this Agreement or any other Transaction Document to which it is a party or (B) any action taken or to be taken by it pursuant to this Agreement or any other Transaction Documents to which it is a party or in connection with the transactions contemplated hereby and thereby, (ii) could reasonably be expected to impair or delay the transaction contemplated hereby or the ability to consummate the transactions contemplated hereby or (iii) could reasonably be expected to adversely affect any Acquired Company’s or any Seller’s performance under this Agreement or the consummation of the transactions contemplated hereby.
Absence of Litigation, Claims and Orders. As of the date of hereof, there are no (a) material Claims pending or, to the Knowledge of Buyer, threatened against Buyer or any of its Subsidiaries or any of its or their respective properties, rights or assets or (b) material Orders outstanding to which Buyer or any of its Subsidiaries or any of its or their respective properties, rights or assets is subject. There are no Claims as of the date hereof pending, or, to the Knowledge of Buyer, threatened on behalf of or against Buyer or any of its Subsidiaries that (i) challenge (A) the validity of this Agreement or any other Transaction Document to which it is a party or (B) any action taken or to be taken by it pursuant to this Agreement or any other Transaction Documents to which it is a party or in connection with the transactions contemplated hereby and thereby, (ii) could reasonably be expected to impair or delay the transactions contemplated hereby or the ability to consummate the transactions contemplated hereby or (iii) could reasonably be expected to adversely affect Buyer’s performance under this Agreement or the consummation of the transactions contemplated hereby.
Absence of Litigation, Claims and Orders. There is no (a) material Claim pending or threatened in writing on behalf of or against the Company or its Subsidiary or any of their Products, properties, rights or assets (including cease and desist letters or invitations to take a patent license), (b) material Order outstanding to which the Company or its Subsidiary or any of their Products, properties, rights or assets is subject or (c) material Claim pending or threatened in writing on behalf of or against the Company or its Subsidiary that questions or challenges (i) the validity of this Agreement or any Related Agreement to which the Company is a party or (ii) any action taken or to be taken by the Company pursuant to this Agreement or any Related Agreement to which it is a party or in connection with the transactions contemplated hereby and thereby. Neither the Company nor its Subsidiary is subject to any outstanding Claim or Order, and neither the Company nor its Subsidiary has received a Claim or demand for payment, or has no Knowledge of any basis for the same, against it in respect of this Agreement, any Related Agreement to which the Company is a party or the transactions contemplated hereby and thereby. The Company has delivered or made available to Parent all (x) material pleadings relating to the matter disclosed in clause 1 of Section 3.12 of the Company Disclosure Schedule and (y) material written communications received by the Company or its directors or employees from counsel to the counterparties of the matter disclosed in clause 1 of Section 3.12 of the Company Disclosure Schedule, and the Company or its advisors have disclosed to Parent all material facts relating to such matters and the claims made thereunder.
Absence of Litigation, Claims and Orders. There are no Actions pending or, to the Stockholder’s knowledge, currently threatened against the Stockholder or its Affiliates, which would reasonably be expected to adversely affect the ability of the Stockholder to consummate the transactions contemplated by this Agreement, the Merger Agreement.
