Actions; Litigation. (a) No material Action against Hanover or any of Hanover’s Subsidiaries, is pending or, to Hanover’s Knowledge, threatened, except with respect to such Actions the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Hanover.
(b) There is no Ruling against Hanover, any of its Subsidiaries, or any of its or their businesses or properties that (i) would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Hanover or (ii) would prevent or materially delay the consummation of the Merger or Hanover’s ability to observe and perform its obligations hereunder.
(c) There is no reasonable or credible basis for any Action to be brought against Hanover or any of Hanover’s Subsidiaries or any employee thereof alleging fraud or misrepresentation in connection with, or breach of, any Contract in existence on July 31, 2008.
Actions; Litigation. (a) No Action against Xxxxxx, any of Walter’s Subsidiaries, Spinco, any Spinco Subsidiary or the Spinco Business is pending or, to Spinco’s Knowledge, threatened, except with respect to such Actions the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Spinco.
(b) There is no Ruling against Xxxxxx, any of Walter’s Subsidiaries, Spinco, any Spinco Subsidiary or the Spinco Business, that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Spinco.
Actions; Litigation. 27 4.8 Licenses; Compliance with Laws................................... 27 4.9 Proxy Statement/Prospectus; Registration Statement............... 28 4.10
Actions; Litigation. (a) No material Action against Transferor or any of its Subsidiaries relating to the Transferred Business, the Purchased Entity or any of their respective Assets is, or in the past three years has been, pending or, to the Knowledge of Transferor, threatened.
(b) There is no, and during the past three years there has been no, material Order against Transferor, the Purchased Entity, the Transferred Business or any of their respective Assets or otherwise.
Actions; Litigation. (a) No Action against Parent, any of its Subsidiaries, their business or any of their respective properties is, or in the past three years has been, pending or, to the Knowledge of Parent, threatened, except with respect to such Actions the outcome of which has not or would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impair the consummation of the Transactions.
(b) There is no, and during the past three years there has been no, Order against Parent, any of its Subsidiaries, its business or its Assets that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impair the consummation of the Transactions.
Actions; Litigation. (a) No Action against Heinz, any of Heinz's Subsidiaries, Spinco, any Spinco Subsidiary or the Spinco Business is pending or, to Heinz's Knowledge, threatened, except with respect to such Actions the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Spinco.
(b) There is no Ruling against Heinz, any of Heinz's Subsidiaries, Spinco, any Spinco Subsidiary or the Spinco Business, that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Spinco.
Actions; Litigation. (a) No Action against Del Monte or any of Del Monte's Subsidiaries, is pending or, to Del Monte's Knowledge, threatened, except with respect to such Actions the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Del Monte.
(b) There is no Ruling against Del Monte or any of its Subsidiaries that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Del Monte.
Actions; Litigation. (a) No Action against IP, any of its Subsidiaries, any Spinco Entity, the Spinco Business or any of their respective properties is, or in the past three years has been, pending or, to IP’s Knowledge, threatened, except with respect to such Actions the outcome of which has not had or would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.
(b) There is no, and during the past three years there has been no, Order against IP, any of its Subsidiaries, any Spinco Entity, the Spinco Business or any of their respective properties or otherwise that has had or would reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.
Actions; Litigation. (a) No Action against UWWH, any of its Subsidiaries, their business or any of their respective properties is, or in the past three years has been, pending or, to UWWH’s Knowledge, threatened, except with respect to such Actions the outcome of which has not had or would not reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.
(b) There is no, and during the past three years there has been no, Order against UWWH, any of its Subsidiaries, its business or its properties or otherwise that has had or would reasonably be expected to have, individually or in the aggregate, a UWWH Material Adverse Effect.
Actions; Litigation. (a) No Action against TWDC, any of TWDC's Subsidiaries, any Spinco Entity or the Business is pending or, to TWDC's Knowledge, threatened, except with respect to such Actions the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect.
(b) There is no Order against TWDC, any of TWDC's Subsidiaries, any Spinco Entity or the Business that would, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect.
