Claims; Proceedings. There is no claim against any Acquired Company for any amount of Taxes, and no assessment, deficiency or adjustment has been asserted, proposed or threatened in writing with respect to any Tax Return of or with respect to any of the Acquired Companies. No Tax audit or administrative or judicial proceeding is being conducted, or to the Knowledge of the Company is pending with respect to any of the Acquired Companies. No claim has ever been made by an authority in a jurisdiction where any Acquired Company does not file Tax Returns that such Acquired Company is or may be subject to taxation in that jurisdiction. No claim has been made by a Taxing Authority where any Acquired Company does not file a particular type of Tax Return that such Acquired Company is required to file such Tax Return or may be subject to Tax with respect to such Tax Return.
Claims; Proceedings. Except to the extent relating to any environmental matters (which are covered by Section 8.5), any rentals or Royalties (which are covered by Section 8.4), and any Property and Production Taxes (which are covered by Section 8.7), and except for those Claims and Proceedings set forth in Section 8.8 of the Disclosure Schedule, there are no Claims or Proceedings pending, or to the Knowledge of Seller, threatened in writing, against Seller in respect of any of the Acquired Assets before any Governmental Authority, arbitrator, or arbitration panel that would have a Material Adverse Effect or materially delay or make illegal the Contemplated Transactions. No condemnation or eminent domain Proceeding is pending, or to the Knowledge of Seller, threatened in writing, by any Governmental Authority affecting the Acquired Assets.
Claims; Proceedings. To Seller's actual knowledge, there are no claims, actions suits, investigations or proceedings, pending or threatened against Seller before any court or governmental or non-governmental department, commission, board, agency or instrumentality, or any other person which, if resolved adversely to Seller, would preclude Seller from satisfying any material obligation under this Agreement.
Claims; Proceedings. Except to the extent relating to any rentals or Royalties (which are covered by Section 7.12), and any Taxes relating to the Company Entities or the Acquired Assets (which are covered by Section 7.13), and except for those Claims and Proceedings set forth in Schedule 7.14, there are no material Claims or Proceedings pending, or threatened in writing, against the Company Entities before any Governmental Authority, arbitrator, or arbitration panel, and, to the Knowledge of the Sellers, no event has occurred or circumstances exists that, with or without notice or lapse of time or both, would give rise to, or serve as a basis for any Proceeding that would reasonably be anticipated to adversely impact, in any material respect, the businesses or operations of the Company Entities. No condemnation or eminent domain Proceeding is pending or threatened in writing, by any Governmental Authority affecting the Acquired Assets.
Claims; Proceedings. No assessment, deficiency or adjustment has been asserted, proposed or threatened in writing with respect to any Tax Return of or with respect to the Company, other than those disclosed (and to which are attached accurate and complete copies of all correspondence to or from the relevant Taxing Authority pertaining thereto) in Section 3.29(c) of the Company Disclosure Letter. No Tax audits or administrative or judicial proceedings are being conducted, are pending or have been threatened in writing with respect to the Company, other than those disclosed (and to which are attached accurate and complete copies of all correspondence to or from the relevant Taxing Authority pertaining thereto) in Section 3.29(c) of the Company Disclosure Letter. No claim has ever been made by an authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation in that jurisdiction.
Claims; Proceedings. Except to the extent relating to any environmental matters (which are covered by Section 8.5), any rentals or Royalties (which are covered by Section 8.4), and any Taxes (which are covered by Section 8.7), and except for those Claims and Proceedings set forth in Section 8.8 of the Disclosure Schedule, there are no material Claims or Proceedings pending, asserted in writing, or, to the Knowledge of Seller, threatened in writing, against Seller in respect of any of the Acquired Assets before any Governmental Authority, arbitrator, or arbitration panel. No condemnation or eminent domain Proceeding is pending, asserted in writing, or, to the Knowledge of Seller, threatened in writing by any Governmental Authority affecting the Acquired Assets.
