Claims; Orders Clause Samples

Claims; Orders. There is no Claim pending (or, to the actual knowledge of SunEdison or Stockholder, being threatened) against SunEdison or Stockholder that materially and adversely affects, or could reasonably be expected to materially and adversely affect, SunEdison’s and Stockholder’s ability to perform any of its covenants and agreements under this Agreement. There is no judgment or order of a Governmental Entity to which SunEdison or Stockholder is subject that materially and adversely affects, or could reasonably be expected to materially and adversely affect, SunEdison’s or Stockholder’s ability to perform any of its covenants and agreements under this Agreement.

Claims; Orders. There is no material Claim pending (or, to Parent’s Knowledge, being threatened) against Parent or Buyer, and there is no material Order outstanding against Parent or Buyer or to which Parent or Buyer is subject, in each case that would result in a material adverse effect on the ability of Parent or Buyer to comply with its obligations hereunder.

Claims; Orders. Except as would not result in a Buyer Material Adverse Effect, (a) there is no Claim pending or, to Buyer’s actual knowledge, threatened in writing against Buyer and (b) Buyer is not subject to any Order.

Claims; Orders. Except as would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation of the Business Combination, (a) there is no suit, action or other proceeding pending, or, to the Knowledge of Corix, threatened against Corix and (b) Corix is not subject to any Judgment.

Claims; Orders. (a) There is no material Claim pending or being threatened, and, since January 1, 2018, there has not been any material Claim, against any Seller or any present or former executive officer, director or manager of any Seller in his or her capacity as such. There is no material Order outstanding against any Seller or any present or former officer or director of any Seller in his or her capacity as such or to which any of the foregoing is subject. (b) There is no Claim pending or being threatened against any Seller that would reasonably be expected prevent, impair or hinder such Seller from complying with its obligations hereunder. There is no Order outstanding against any Seller that would reasonably be expected prevent, impair or hinder such Seller from complying with its obligations hereunder.

Claims; Orders. Except as would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation of the Business Combination, (a) there is no suit, action or other proceeding pending, or, to the Knowledge of IIF Subway, threatened against IIF Subway, Bazos or SWMAC and (b) none of IIF Subway, Bazos or SWMAC is subject to any Judgment.

Claims; Orders. There are no Claims (including any motions, petitions, oppositions, interferences or re-examinations) settled in the past twelve (12) months, or pending, or that to the Company’s Knowledge are threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, dilution or violation of the Intellectual Property Rights of any third party by any of the Company Entities, (ii) challenging the validity, enforceability, registrability or ownership of any Company Owned Intellectual Property, or (iii) by any of the Company Entities alleging any infringement, misappropriation, dilution, or violation by any third party of the Company Intellectual Property. No Company Owned Intellectual Property is subject to any proceeding or outstanding governmental order or settlement agreement or stipulation that restricts in any manner the use, transfer, or licensing of any such Company Owned Intellectual Property or of any Company Entity’s Products.

Claims; Orders. Except as set forth on Section 3.12 of the Disclosure Schedule, during the last five (5) years, there is no Claim pending or, to the Company’s Knowledge, threatened against any Acquired Entity and, to the Company’s Knowledge, no facts or circumstances exist which would reasonably be expected to give rise to a Claim against any Acquired Entity. There is no Order outstanding against any Acquired Entity or to which any Acquired Entity is subject other than Orders of general applicability and, to the Company’s Knowledge, no facts or circumstances exist that would lead to an Order (other than an Order of general applicability) against any Acquired Entity or to which any Acquired Entity would be subject. During the last five (5) years, no Acquired Entity has entered into nor is nor has been otherwise subject to any agreement, settlement, corporate integrity agreement or Order (other than Orders of general applicability) with any Governmental Entity related to any actual or alleged noncompliance or violation of any applicable Law, nor, to the Company’s Knowledge, do any facts or circumstances exist that would require any Acquired Entity to be subject to any such agreement, settlement, corporate integrity agreement or Order (other than an Order of general applicability).

Claims; Orders. (a) There is no Claim pending against Seller or any Asset Seller or relating to the Business that would reasonably be expected to prevent, materially delay or materially impede Seller’s or such Asset Seller’s ability to consummate the transactions contemplated hereby and there is no Order outstanding against Seller or any Asset Seller that would reasonably be expected to prevent, materially delay or materially impede Seller’s or such Asset Seller’s ability to consummate the transactions contemplated hereby. (b) Except as set forth in Section 2.12(b) of the Seller Disclosure Schedule: (i) there is no, and since January 1, 2018 there has not been any, material Claim pending (or, to Seller’s Knowledge, threatened) against the Company or the Asset Sellers (with respect to the Business) or, to Seller’s Knowledge, against any present or former executive officer, director or employee of Seller or its Affiliates (including the Company or any Asset Seller) in his or her capacity as such with respect to the Business; and (ii) there is no, and since January 1, 2018 there has not been any, material Order outstanding against the Company or Seller or the Asset Sellers (with respect to the Business) or, to Seller’s Knowledge, against any present or former officer or director