Absence of Litigation, Claims and Orders. There are no Claims or Proceedings pending or threatened on behalf of or against the Owners or the Seller that challenge (i) the validity of this Agreement or any other Transaction Document to which such Owner or the Seller 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 such Owner or the Seller 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. 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. 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 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 in Section 3.10 of the Company Disclosure Schedule:
(a) Since January 1, 2014, there has been no, and there is currently no, Proceedings pending nor, to the Selling Parties' Knowledge, threatened against any of the Acquired Companies or any of their respective past or current officers, directors, managers or Affiliates, with respect to or affecting (i) any Acquired Company's operations, assets, business, products sales practices, or financial condition or any of the Company Real Property, or with respect to the consummation of the Contemplated Transactions, or (ii) with respect to which any of the Acquired Companies has an indemnification obligation (including with respect to any asserted or reasonably anticipated but unasserted D&O Claim), and to the Selling Parties' Knowledge no event has occurred or circumstance exists which would be reasonably likely to give rise to any of the foregoing. Since January 1, 2014 no Acquired Company has initiated any Proceeding pertaining to any of the Company Real Property
(b) Since January 1, 2014, there has been no, and there is currently no Proceeding (including, to the Selling Parties' Knowledge, any investigation) before any Governmental Authority, commission or other administrative authority, pending nor, to the Selling Parties' Knowledge, threatened against any of the Acquired Companies or any of their respective past or current officers, directors, managers or Affiliates, with respect to or affecting any Acquired Company's operations, business, assets, product sales practices, or financial condition, or with respect to the consummation of the Contemplated Transactions, and, in each case, no Acquired Company has received any written notice and the Selling Parties' have no Knowledge that an event has occurred or that any circumstance exists which would be reasonably likely to give rise to any of the foregoing from any Governmental Authority.
(c) There are no (i) material Claims pending nor, to the Selling Parties' Knowledge, threatened against the Acquired Companies or their properties, rights or assets, or (ii) material Orders outstanding to which any Acquired Company or any of its properties, rights or assets is subject.
(d) There are no Claims pending or, to the Selling Parties' Knowledge, threatened on behalf of or against any Acquired Company that challenge (i) the validity of this Agreement or any other Transaction Document, or (ii) any action taken or to be taken by any Acquired Company pu...
Absence of Litigation, Claims and Orders. There are no (a) material Proceedings pending or, to the Knowledge of Buyer, threatened against either Buyer Party or any of their respective 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 Proceedings pending, or, to the Knowledge of Buyer, threatened on behalf of or against either Buyer Party or any of their respective Subsidiaries that (i) challenge (A) the validity of this Agreement or any other Transaction Document to which either Buyer Party is or will be a party, or (B) any action taken or to be taken by either Buyer Party pursuant to this Agreement or any other Transaction Documents to which a Buyer Party is or will be a party or in connection with the Contemplated Transactions, (ii) could impair or delay the Contemplated Transactions or the ability of Buyer Parties to consummate the Contemplated Transactions, or (iii) could adversely affect either Buyer Party's performance under this Agreement or the consummation of the Contemplated Transactions.
Absence of Litigation, Claims and Orders. Except as set forth on Section 2.10 of the Company Disclosure Schedule, there are no (a) Claims or Proceedings pending or, to the Knowledge of the Company, that have been threatened against the Company, the Company’s properties, rights or assets or any officer, director or employee of the Company (in his or her capacity as such), (b) Orders outstanding to which the Company or any of the Company’s properties, rights or assets is or are subject or (c) Claims or Proceedings pending, brought or threatened in writing by the Company against any Person. 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 the Company, that challenge (i) the validity of this Agreement or any other Transaction Document to which the Company 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 the Company is a party or in connection with the transactions contemplated hereby and thereby.
Absence of Litigation, Claims and Orders. There are no Claims or Proceedings pending or, to the knowledge of Buyer, First Merger Sub and Second Merger Sub, threatened on behalf of or against either of Buyer, First Merger Sub or Second Merger Sub 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. There are no material (a) Claims or Proceedings pending or, to the knowledge of Buyer, First Merger Sub or Second Merger Sub, that have been threatened against Buyer or its Affiliates or their respective properties, rights or assets or any officer, director or employee of the Buyer or its Affiliates (in his or her capacity as such), (b) Orders outstanding to which the Buyer or its Affiliates’ properties, rights or assets is or are subject or (c) Claims or Proceedings pending, brought or threatened in writing by the Buyer or its Affiliates against any Person.
