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. There is no Claim pending (or, to the actual knowledge of the Company, being threatened) against the Company that materially and adversely affects, or could reasonably be expected to materially and adversely affect, the Company’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 the Company is subject that materially and adversely affects, or could reasonably be expected to materially and adversely affect, the Company’s ability to perform any of its covenants and agreements under this Agreement.
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. (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.
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,
Claims; Orders. There are no Claims (including any motions, petitions, oppositions, interferences or re-examinations) settled in the 12-month period ending on the Effective Date, or pending, or that to the Knowledge of Sellers 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. There are no Claims pending or involving or, to the knowledge of such Restricted Party, threatened against such Restricted Party (a) related, directly or indirectly to the Company or (b) with respect to such Restricted Party’s execution, delivery and performance of this Agreement or any Ancillary Document to which such Restricted Party is a party. To such Restricted Party’s knowledge, such Restricted Party is not (and his or her respective family members or Affiliates are not) subject to any outstanding Governmental Order of any court or other Governmental Authority which would reasonably be expected to adversely affect such Restricted Party’s performance under this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby. Section 4.07 Accredited Investor Status. Such Restricted Party is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended. Such Restricted Party agrees to furnish any additional information requested by the Buyer or any of its Affiliates to assure compliance with applicable U.S. federal and state and foreign securities laws in connection with the subscription, issuance and delivery of the Buyer Shares to be delivered hereunder. Such Restricted Party has such knowledge, skill and experience in business, financial and investment matters that the undersigned is capable of evaluating the merits and risks of an investment in the Buyer Shares. With the assistance of such Restricted Party’s own professional advisors, to the extent that such Restricted Party has deemed appropriate, such Restricted Party has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Buyer Shares. Such Restricted Party has considered the suitability of the Buyer Shares as an investment in light of his, her or its own circumstances and financial condition and that such Restricted Party is able to bear the risks associated with an investment in the Buyer Shares and its authority to invest in the Buyer Shares.
Claims; Orders. There are no Claims pending or involving or, to Xxxxx’s knowledge, threatened against Buyer with respect to Xxxxx’s execution, delivery and performance of this Agreement or any Ancillary Document to which Buyer is a party. To Buyer’s knowledge, Buyer is not subject to any outstanding Governmental Order of any court or other Governmental Authority which would reasonably be expected to adversely affect Buyer’s performance under this Agreement or any Ancillary Document or Buyer’s ability to consummate the transactions contemplated hereby or thereby.
Claims; Orders. (a) As of the date hereof, (i) there is no Claim pending related to any Seller Party that would or would reasonably be expected to prevent, materially delay or materially impede any Seller Party’s ability to consummate any transaction contemplated hereby and (ii) there is no Order outstanding against any Seller Party that would or would reasonably be expected to prevent, materially delay or materially impede any Seller Party’s ability to consummate any transaction contemplated hereby.
