Actions; Orders. (i) There are no Actions pending or, to the knowledge of Buyer, threatened which relate to the transactions contemplated by this Agreement or the Related Agreements and (ii) there is no judgment or outstanding order, injunction, decree, or award rendered by any Governmental Authority by which Buyer or any Affiliate of Buyer is bound that would be likely to adversely affect the transactions contemplated by this Agreement or the Related Agreements.
Actions; Orders. There is no pending or, to the Knowledge of Holdco, threatened Action to which Holdco is subject. There is no Action that Holdco has pending against any other Person. Holdco is not subject to any Orders of any Governmental Authority, nor to the Knowledge of Holdco, are any such Orders pending. Holdco holds all Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect.
Actions; Orders. There is no pending or, to the Knowledge of Merger Sub, threatened Action to which Merger Sub is subject. There is no Action that Merger Sub has pending against any other Person. Merger Sub is not subject to any Orders of any Governmental Authority, nor to the Knowledge of Merger Sub, are any such Orders pending. Merger Sub holds all Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect.
Actions; Orders. There are no material civil, criminal or administrative actions, demands, claims or other similar proceedings (“Actions”) or Orders issued, pending or, to the knowledge of the Company, threatened, against the Company or any Company Subsidiary or any of their respective assets, before any governmental entity.
Actions; Orders. Except for claims against any Company or Company Subsidiary for contract benefits under insurance Contracts in the Ordinary Course of Business or as set forth in Schedule 3.8 of the Disclosure Schedule, there are no civil, criminal, administrative, investigative or informal actions, audits, suits, claims, arbitrations, hearings, assessments, litigations, investigations or other proceedings of any kind or nature ("Actions") or Orders issued, pending or, to the knowledge of Seller or any Company, threatened, against Seller, any Company or any Company Subsidiary or any of their respective assets (including, without limitation, the Shares, the Owned Real Property and the Seller Intellectual Property), at law, in equity or otherwise, in, before, by, or otherwise involving, in each case, any Governmental Entity, arbitrator or other similar Person that, individually or in the aggregate, (i) have had, do have or would reasonably be expected to have a Material Adverse Effect on the Companies or (ii) question or challenge the validity or legality of this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby. To the knowledge of Seller and the Companies, no event has occurred or circumstance exists that would reasonably be expected to give rise to or serve as a basis for the commencement of any such Action or the issuance of any such Order.
Actions; Orders. Except as disclosed in Schedule 4: (i) there are no Actions pending or, to the knowledge of either Seller, threatened which would be likely to adversely affect the value of the Production Payment or would be likely to adversely affect in any material respect the use or operation of the Subject Interests or would be likely to interfere in any material respect with the transactions contemplated by this Agreement or the Related Agreements, and (ii) there is no judgment or outstanding order, injunction, decree, or award rendered by any Governmental Authority, arbitrator or panel of arbitrators against either Seller or the Subject Interests which would be likely to adversely affect the value of the Production Payment or would be likely to adversely affect in any material respect the use or operation of the Subject Interests or would be likely to interfere in any material respect with the transactions contemplated by this Agreement or the Related Agreements.
Actions; Orders. There is no pending or, to the Knowledge of Amalco Sub, threatened Action to which Amalco Sub is subject, and there is no Action that Amalco Sub has pending against any other Person. Amalco Sub is not subject to any Orders of any Governmental Authority, nor to the Knowledge of Amalco Sub, are any such Orders pending.
Actions; Orders. There are no pending or, to the Knowledge of such Transaction Shareholder, threatened Proceedings before or by any Governmental Authority against such Transaction Shareholder that would reasonably be expected to adversely affect or restrict the ability of such Transaction Shareholder to enter into and perform such Transaction Shareholder’s obligations under this Agreement. Such Transaction Shareholder is not subject to any outstanding Order that prohibits or otherwise restricts the ability of such Transaction Shareholder to consummate fully the Transaction.
Actions; Orders. Except as set forth in Part 3.21 of the Disclosure Schedule, there is no pending Action, and, to Seller’s knowledge, no Person has threatened (in writing) to commence any Action: (i) that involves the Acquired Business or that otherwise relates to or would materially Adversely Affect the Acquired Business or the Acquired Assets (whether or not Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby. Seller has delivered to Buyer accurate and complete copies of all pleadings, correspondence and other written materials possessed by Seller that relate to the Actions identified in Part 3.21 of the Disclosure Schedule. Except as identified in Part 3.21 of the Disclosure Schedule, there is no Order to which the Acquired Business, or any of the Acquired Assets owned or used by Seller, is subject. To the knowledge of Seller, no Key Employee is subject to any Order that materially prohibits such Key Employee from engaging in or continuing for Buyer any practice, conduct or activity currently engaged in for Seller. This Section does not relate to Intellectual Property matters, as to which Section 3.13 is applicable.
Actions; Orders. (a) Except as set forth in Schedule 4.8(a) of the Disclosure Schedule, there are no civil, criminal, administrative, investigative or informal actions, audits, demands, suits, claims, arbitrations, hearings, litigations, disputes, investigations or other proceedings of any kind or nature (“Actions”) or Orders issued, pending or threatened in writing against the Company or any of its assets, at law, in equity or otherwise, in, before, by, or otherwise involving, any Governmental Entity, arbitrator or other Person that individually or in the aggregate, (i) have had, do have or could reasonably be expected to have a Material Adverse Effect on the Company or (ii) question or challenge the validity or legality of, or have the effect of prohibiting, preventing, restraining, restricting, delaying, making illegal or otherwise interfering with, this Agreement, the consummation of the transactions contemplated hereby or any action taken or proposed to be taken by the Company pursuant hereto or in connection with the transactions contemplated hereby. To the Knowledge (as defined below) of the Company, no event has occurred or circumstance exists that could reasonably be expected to give rise to or serve as a basis for the commencement of any such Action or the issuance of any such Order. For purposes of this Agreement, “Knowledge” means the knowledge of a particular fact or other matter, which the Company shall be deemed to have if: (a) any executive officer or other employee of the Company listed on Schedule I, is actually aware of such fact or other matter; or (b) that knowledge should have been acquired by such Person after making such due inquiry and exercising such due diligence as a prudent businessperson would have made or exercised in the management of his or her business affairs, including due inquiry of those officers, directors, key employees and professional advisers (including attorneys, accountants and consultants) of such Person who could reasonably be expected to have actual knowledge of the matters in question.
