Claims; Litigation; Compliance with Laws. (a) Except as set forth on Schedule 4.4(a), there is no action at law or in equity, arbitration proceeding, complaint or investigation, and no outstanding injunction, judgment, order, decree, ruling or charge, before or by any Governmental Authority, pending or, to the USC Members’ knowledge, threatened against (i) any USC Member, (ii) any of the USC Contributed Assets or (iii) the USC Members’ ability to consummate the Transaction. Except as set forth on Schedule 4.4(a), none of the actions, proceedings, complaints or investigations, outstanding injunctions, judgments, orders, decrees, rulings or charges set forth on Schedule 4.4(a) is reasonably likely to result in any adverse change in the financial condition, operations, results of operation or future prospects of the USC Members, or the USC Contributed Assets or adversely effect the USC Members’ ability to consummate the Transaction.
(b) Except as set forth on Schedule 4.4(b), the USC Members do not own, and are not operating, the USC Contributed Assets, and the USC Members are not carrying on or conducting their businesses or affairs of their businesses, in violation of any, and the USC Members are otherwise in full compliance with all, Laws (including, without limitation, any Environmental Law) presently in effect.
Claims; Litigation; Compliance with Laws. (a) Except as set forth on Schedule 5.4(a), there is no action at law or in equity, arbitration proceeding, complaint or investigation, and no outstanding injunction, judgment, order, decree, ruling or charge, before or by any Governmental Authority, pending or, to Levy’s knowledge, threatened against (i) Levy, (ii) any of the Levy Contributed Assets or (iii) Levy’s ability to consummate the Transaction. Except as set forth on Schedule 5.4(a), none of the actions, proceedings, complaints or investigations, outstanding injunctions, judgments, orders, decrees, rulings or charges set forth on Schedule 5.4(a) is reasonably likely to result in any adverse change in the financial condition, operations, results of operation or future prospects of Levy, or the Levy Contributed Assets or adversely effect Levy’s ability to consummate the Transaction.
(b) Except as set forth in Schedule 5.4(b), Levy does not own, and is not operating, the Levy Contributed Assets, and Levy is not carrying on or conducting its business or affairs of its business, in violation of any, and Levy is otherwise in full compliance with all, Laws (including, without limitation any Environmental Law) presently in effect.
Claims; Litigation; Compliance with Laws. (a) To the best of Seller's knowledge, there are no persons holding any claims of any nature against Seller, including claims arising out of, or in connection with, the operation of Seller's Business or of any of the Assets, except for such claims arising from goods sold or services rendered to Seller in the ordinary course of Seller's Business which do not exceed in the aggregate $20,000. No such claims or liabilities, if any, shall be assumed by Buyer.
(b) Except as disclosed in Schedule 7.4(b) to this Agreement, Seller is not: (i) a party to any litigation, proceeding or administrative investigation, and to Seller's knowledge none is pending or threatened against it, relating to Seller, Seller's Business or the Assets or in connection with the transactions contemplated by this Agreement or (ii) subject to any outstanding order, writ, injunction or decree of any court, government or governmental authority against or affecting Seller, the Assets or Seller's business.
(c) To the best of Seller's knowledge, Seller is not in violation of, and Seller's actions in the consummation of the transactions contemplated by this Agreement do not violate or infringe on, any federal, state or local law or ordinance or any administrative rule or regulation. To the best of Seller's knowledge, Seller has maintained all licenses and permits and has filed all registrations, reports and other documents required by local, state and federal authorities and regulating bodies in connection with the Assets or Seller's Business.
Claims; Litigation; Compliance with Laws. (a) LaTIS is unaware of any prospective claims of any nature against LaTIS, including claims arising out of or in connection with the operation of the Business, its current or former assets or properties, or its FDA sponsored clinical trial(s).
(1) LaTIS is not: (A) a party to any litigation, proceeding or administrative investigation, and none is pending or, to LaTIS's best knowledge, threatened against it, relating to LaTIS or the Purchased Assets or in connection with the transactions contemplated by this Agreement or (B) subject to any outstanding order, writ, injunction or decree of any court, government or governmental authority or arbitration against or affecting it relating to the Purchased Assets; and (2) to LaTIS's best knowledge, there is not any basis for any litigation, proceeding or investigation of the nature described in clause (1)(A) above.
(c) LaTIS is not in violation of, and LaTIS's actions in the consummation of the transactions contemplated by this Agreement do not violate or infringe, any Law presently in effect, or that, to LaTIS's best knowledge, is proposed to be adopted, including any Law relating to employment or employment practices or environmental or occupational safety or health, or any right or concession, copyright, trademark, trade name, patent, know-how or other proprietary right of others. The foregoing excludes violations that would not have a material adverse effect on the Business, as presently conducted, or the Purchased Assets.
(d) With respect to all Approvals, LaTIS has maintained all licenses and permits and has filed all registrations, reports and other documents required by local, state and federal authorities and regulating bodies in connection with the Business, except to the extent that failure to do so would not have a material adverse effect on the Business as presently conducted. To the best of LaTIS's knowledge and reasonable belief, all such licenses and permits are fully assignable to Spectranetics and on the Closing Date will have been assigned to Spectranetics at no cost or penalty to Spectranetics and without imposition of any restriction, adverse condition or limitation. To the best of LaTIS's knowledge and reasonable belief, LaTIS is in compliance with all such licenses, permits and approvals, and there are no proceedings pending or threatened which may result in the limitation, termination, cancellation or suspension, or any adverse modification of, any such license, permit or approval. SCHEDULE...
Claims; Litigation; Compliance with Laws. (a) Except as set forth on Schedule 4.3, there are no material actions, suits, proceedings, orders, judgments, decrees or investigations before or by any Governmental Authority, pending or, to Seller’s knowledge, threatened against (i) Seller or the Business, (ii) any of the Purchased Assets or (iii) Seller’s ability to consummate the Transactions.
(b) Seller does not own, and is not operating, the Business or the Purchased Assets, and Seller is not carrying on or conducting the Business, in violation of any Law presently in effect which has or would reasonably be expected to have a Material Adverse Effect.
