Common use of Claims and Orders Clause in Contracts

Claims and Orders. (a) There are, and since January 1, 2010 there have been, no Claims pending or involving or, to the Knowledge of the Company, threatened against the Company before or by any Person, including any Claim that would have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement or any of the other Operative Documents. There are no outstanding or unsatisfied judgments, orders, decrees or stipulations by a Governmental Body to which the Company is a party or by which it is bound. To the Knowledge of the Company, there is no proposed order of any Governmental Body that, if issued or otherwise put into effect, (A) would have a Company Material Adverse Effect or a material adverse effect on the Company’s ability to perform under this Agreement or the other Operative Documents or (B) would have the effect of preventing, significantly delaying or making illegal the transactions contemplated by this Agreement. (b) To the Knowledge of the Company, (i) no director or officer of the Company has been the subject of a criminal proceeding (excluding minor traffic violations), (ii) no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, or a receiver or similar officer appointed for, any director or officer of the Company, (iii) no director or officer of the Company has ever been found by any Governmental Body to have violated any federal or state laws or regulations or been subject to any investigation regarding a possible violation of any federal or state laws or regulations, (iv) no director or officer of the Company is the subject of any order, judgment or decree of, or has entered into an agreement with, any Governmental Body permanently or temporarily enjoining him or her, or otherwise limiting him or her, from engaging in any business, profession or business practice, and (v) no current employee of the Company has been the subject of a criminal proceeding (excluding misdemeanor violations not involving allegations of fraud, dishonesty or moral turpitude) or has ever been found by any Governmental Body to have violated any federal or state laws or regulations or been subject to any investigation regarding a possible violation of any federal or state laws or regulations.

Claims and Orders. (a) There As of the date of this Agreement and as of the earlier of (i) the Effective Time and (ii) the date that is 60 days after the date of this Agreement, there are, and since January 1, 2010 2009, there have beenbeen no Claims pending or involving or, to the Knowledge of the Company, -18- threatened against the Company before or by any Person. There are no Claims pending or involving or, to the Knowledge of the Company, threatened against the Company before or by any Person, including any Claim Person that would have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement or any of the other Operative Documents. There are no outstanding or unsatisfied judgments, orders, decrees or stipulations by a Governmental Body to which the Company is a party or by which it is bound. To As of the date hereof, to the Knowledge of the Company, there is no proposed order of any Governmental Body that, if issued or otherwise put into effect, (A) would have a Company Material Adverse Effect or a material adverse effect on the Company’s ability to perform under this Agreement or the other Operative Documents or (B) would have the effect of preventing, significantly delaying or making illegal the transactions contemplated by this Agreement. (b) To the Knowledge of the Company, (i) no director or officer of the Company has been the subject of a criminal proceeding (excluding minor traffic violations), (ii) no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, or a receiver or similar officer appointed for, any director or officer of the Company, (iii) no director or officer of the Company has ever been found by any Governmental Body to have violated any federal or state laws or regulations or been subject to any investigation regarding a possible violation of any federal or state laws or regulations, (iv) no director or officer of the Company is the subject of any order, judgment or decree of, or has entered into an agreement with, any Governmental Body permanently or temporarily enjoining him or her, or otherwise limiting him or her, from engaging in any business, profession or business practice, and (v) no current employee of the Company has been the subject of a criminal proceeding (excluding misdemeanor violations not involving allegations of or fraud, dishonesty or moral turpitude) or has ever been found by any Governmental Body to have violated any federal or state laws or regulations or been subject to any investigation regarding a possible violation of any federal or state laws or regulations.

Claims and Orders. (a) There As of the date of this Agreement and as of the earlier of (i) the Effective Time and (ii) the date that is 60 days after the date of this Agreement, there are, and since January 1, 2010 2009, there have been, been no Claims pending or involving or, to the Knowledge of the Company, threatened against the Company before or by any Person. There are no Claims pending or involving or, including to the Knowledge of the Company, threatened against the Company before or by any Claim Person that would have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement or any of the other Operative Documents. There are no outstanding or unsatisfied judgments, orders, decrees or stipulations by a Governmental Body to which the Company is a party or by which it is bound. To As of the date hereof, to the Knowledge of the Company, there is no proposed order of any Governmental Body that, if issued or otherwise put into effect, (A) would have a Company Material Adverse Effect or a material adverse effect on the Company’s ability to perform under this Agreement or the other Operative Documents or (B) would have the effect of preventing, significantly delaying or making illegal the transactions contemplated by this Agreement. (b) To the Knowledge of the Company, (i) no director or officer of the Company has been the subject of a criminal proceeding (excluding minor traffic violations), (ii) no petition under the federal bankruptcy laws or any state insolvency law has been filed by or against, or a receiver or similar officer appointed for, any director or officer of the Company, (iii) no director or officer of the Company has ever been found by any Governmental Body to have violated any federal or state laws or regulations or been subject to any investigation regarding a possible violation of any federal or state laws or regulations, (iv) no director or officer of the Company is the subject of any order, judgment or decree of, or has entered into an agreement with, any Governmental Body permanently or temporarily enjoining him or her, or otherwise limiting him or her, from engaging in any business, profession or business practice, and (v) no current employee of the Company has been the subject of a criminal proceeding (excluding misdemeanor violations not involving allegations of or fraud, dishonesty or moral turpitude) or has ever been found by any Governmental Body to have violated any federal or state laws or regulations or been subject to any investigation regarding a possible violation of any federal or state laws or regulations.

Claims and Orders. (a) There Except as set forth on Schedule 2.13 (a) to the Disclosure Memorandum, there are, and since January 1, 2010 during the 36 months preceding the date of this Agreement there have been, no Claims filed, pending or involving or, to the Knowledge of the Company, threatened threatened, and, to the Company’s Knowledge, there is no basis therefor, against the Company or any Company Subsidiary before or by any Person, including any Claim Person that would reasonably be expected to have a Company Material Adverse Effect, and there are no pending disagreements or disputes, or to the effect Company’s Knowledge, basis therefor, that are reasonably likely to lead to the assertion of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement or any of the other Operative Documentssuch a Claim. There are no outstanding or unsatisfied judgments, orders, decrees or stipulations by a Governmental Body to which the Company or any Company Subsidiary is a party or by which it is bound. To the Knowledge of the Company, there is no proposed order of any Governmental Body (or reasonable basis therefor) that, if issued or otherwise put into effect, (A) would have a Company Material Adverse Effect or a material adverse effect on the Company’s ability to perform under this Agreement or the other Operative Documents or (B) would have the effect of preventing, significantly delaying or making illegal the transactions contemplated by this AgreementEffect. (b) Except as set forth on Schedule 2.13 (b) to the Disclosure Memorandum, there are no presently pending or, to the Knowledge of the Company, threatened, and, to the Company’s Knowledge, there is no reasonable basis for any, civil, criminal or administrative Claims relating to any alleged hazard or alleged defect in design, manufacture, materials or workmanship, including any failure to warn or alleged breach of express or implied warranty or representation, relating to any product manufactured, distributed or sold by or on behalf of the Company or any Company Subsidiary. (c) To the Knowledge of the Company (which, with regard to the representations set forth herein regarding an officer or division manager of the Company, shall not include the actual knowledge of that officer or division manager about himself), (i) no director or officer of the Company Listed Employee has been the subject of a criminal proceeding (excluding minor traffic violations), (ii) no petition under the federal bankruptcy laws Laws or any state insolvency law Law (or the local equivalent in the relevant jurisdiction) has been filed by or against, or a receiver or similar officer appointed for, any director or officer of the Company, Listed Employee and (iii) no director or officer of the Company Listed Employee has ever been found by any Governmental Body to have violated any federal or state laws Laws or regulations (or been subject to Laws in any investigation regarding jurisdiction in which a possible violation of any federal or state laws or regulationsCompany Subsidiary carried on business), (iv) no director or officer excluding minor traffic violations. To the Knowledge of the Company (and, with regard to those Persons other than directors and officers, to the Knowledge of the Company without a requirement of reasonable inquiry), no current director or officer, employee or contractor of the Company or any Company Subsidiary is the subject of any order, judgment or decree of, or has entered into an agreement with, any Governmental Body permanently or temporarily enjoining him or her, or otherwise limiting him or her, from engaging in any business, profession or business practice, and practice within the Designated Industry. (vd) no current employee of the Company has been the subject of a criminal proceeding (excluding misdemeanor violations not involving allegations of fraud, dishonesty or moral turpitude) or has ever been found by any Governmental Body to have violated any federal or state laws or regulations or been subject to any investigation regarding a possible violation of any federal or state laws or regulations.Except as set forth on Schedule 2.13