Common use of Compliance with Laws; Litigation Clause in Contracts

Compliance with Laws; Litigation. (a) Each Seller is in compliance with all Laws of or from Governmental Bodies applicable to the Business and the Acquired Assets. (b) There are no Actions pending or, to Sellers’ Knowledge, threatened, against a Seller or any of its officers, managers, Employees or members in their capacity as such, with respect to the Business, the Acquired Assets or the Assumed Contracts. No Seller is subject to any order (consent or other), judgment, decree, injunction or stipulation of or with any court or other Governmental Body that names such Seller and imposes a material ongoing obligation with respect to the operation of the Business and the Acquired Assets. (c) There are no Actions pending or, to Seller’s Knowledge, threatened by or against Seller with respect to this Agreement or any of the Transaction Agreements, or in connection with the transactions contemplated hereby or thereby, that would reasonably be expected to prevent or materially delay the consummation by Sellers of the transactions contemplated hereby or thereby or would reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Calpian, Inc.), Asset Purchase Agreement (Excel Corp)

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Compliance with Laws; Litigation. (a) Each To Seller’s Knowledge, Seller is in compliance with all Laws of or from Governmental Bodies applicable to the Business and the Acquired Assets. (ba) There are no Actions pending or, to Sellers’ Seller’s Knowledge, threatened, against a Seller or any of its officers, managers, Employees employees or members in their capacity as such, with respect to the Business, the Acquired Assets or the Assumed Purchased Contracts. No Seller is not subject to any order (consent or other), judgment, decree, injunction or stipulation of or with any court or other Governmental Body that names such Seller and imposes a material ongoing obligation with respect to the operation of the Business and the Acquired Assets, which would have a Material Adverse Effect. (cb) There are no Actions pending or, to Seller’s Knowledge, threatened by or against Seller with respect to this Agreement or any of the Transaction Collateral Agreements, or in connection with the transactions contemplated hereby or thereby, that would reasonably be expected to prevent or materially delay the consummation by Sellers Seller of the transactions contemplated hereby or thereby or would reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (General Cannabis Corp)

Compliance with Laws; Litigation. (a) Each Seller To Sellers’ Knowledge, D-Vasive is in compliance with all Laws of or from Governmental Bodies applicable to the Business and the Acquired Assets. (ba) There Except as set forth on Schedule 4.6, there are no Actions pending or, to Sellers’ Knowledge, threatened, against a Seller D-Vasive or any of its officers, managers, Employees employees or members in their capacity as such, with respect to the Business, the Acquired Assets or the Assumed Purchased Contracts. No Seller D-Vasive is not subject to any order (consent or other), judgment, decree, injunction or stipulation of or with any court or other Governmental Body that names such Seller D-Vasive and imposes a material ongoing obligation with respect to the operation of the Business and the Acquired Assets, which would have a Material Adverse Effect. (cb) There are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened by or against Seller Sellers with respect to this Agreement or any of the Transaction Collateral Agreements, or in connection with the transactions contemplated hereby or thereby, that would reasonably be expected to prevent or materially delay the consummation by Sellers of the transactions contemplated hereby or thereby or would reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (MGT Capital Investments Inc)

Compliance with Laws; Litigation. (a) Each To Seller’s Knowledge, Seller is in compliance with all Laws of or from Governmental Bodies applicable to the Business and the Acquired AssetsAsset. (ba) There there are no Actions pending or, to Sellers’ Seller’s Knowledge, threatenedthreatened against Seller or, against a Seller or to Seller’s Knowledge, any of its officers, managers, Employees officers or members employees in their capacity as such, in each case with respect to the Business, the Acquired Assets or the Assumed ContractsAsset. No Seller is not subject to any order (consent or other), judgment, decree, injunction or stipulation of or with any court or other Governmental Body that names such Seller and imposes a material ongoing obligation with respect to the operation of the Business and the Acquired AssetsAsset, which would have a Material Adverse Effect. (cb) There are no Actions pending or, to Seller’s Knowledge, threatened by or against Seller with respect to this Agreement or any of the Transaction Collateral Agreements, or in connection with the transactions contemplated hereby or thereby, that would reasonably be expected to prevent or materially delay the consummation by Sellers Seller of the transactions contemplated hereby or thereby or would reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Medefile International, Inc.)

Compliance with Laws; Litigation. (a) Each Seller To Sellers’ Knowledge, AFI is in compliance with all Laws of or from Governmental Bodies applicable to the Business and the Acquired Assets. (ba) There Except as set forth on Schedule 4.6, there are no Actions pending or, to Sellers’ Knowledge, threatened, against a Seller AFI or any of its officers, managers, Employees employees or members in their capacity as such, with respect to the Business, the Acquired Assets or the Assumed Purchased Contracts. No Seller AFI is not subject to any order (consent or other), judgment, decree, injunction or stipulation of or with any court or other Governmental Body that names such Seller AFI and imposes a material ongoing obligation with respect to the operation of the Business and the Acquired Assets, which would have a Material Adverse Effect. (cb) There are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened by or against Seller Sellers with respect to this Agreement or any of the Transaction Collateral Agreements, or in connection with the transactions contemplated hereby or thereby, that would reasonably be expected to prevent or materially delay the consummation by Sellers of the transactions contemplated hereby or thereby or would reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Drone Aviation Holding Corp.)

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Compliance with Laws; Litigation. (a) Each To Seller’s Knowledge, Seller is in compliance with all Laws of or from Governmental Bodies applicable to the Business and the Acquired Assets. (ba) There there are no Actions pending or, to Sellers’ Seller’s Knowledge, threatenedthreatened against Seller or, against a Seller or to Seller’s Knowledge, any of its officers, managers, Employees officers or members employees in their capacity as such, in each case with respect to the Business, the Acquired Assets or the Assumed ContractsAssets. No Seller is not subject to any order (consent or other), judgment, decree, injunction or stipulation of or with any court or other Governmental Body that names such Seller and imposes a material ongoing obligation with respect to the operation of the Business and the Acquired Assets, which would have a Material Adverse Effect. (cb) There there are no Actions pending or, to Seller’s Knowledge, threatened by or against Seller with respect to this Agreement or any of the Transaction Collateral Agreements, or in connection with the transactions contemplated hereby or thereby, that would reasonably be expected to prevent or materially delay the consummation by Sellers Seller of the transactions contemplated hereby or thereby or would reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bespoke Extracts, Inc.)

Compliance with Laws; Litigation. (a) Each Seller To Sellers’ Knowledge, Demonsaw is in compliance with all Laws of or from Governmental Bodies applicable to the Business and the Acquired Assets. (ba) There Except as set forth on Schedule 4.6, there are no Actions pending or, to Sellers’ Knowledge, threatened, against a Seller Demonsaw or any of its officers, managers, Employees employees or members in their capacity as such, with respect to the Business, the Acquired Assets or the Assumed Purchased Contracts. No Seller Demonsaw is not subject to any order (consent or other), judgment, decree, injunction or stipulation of or with any court or other Governmental Body that names such Seller Demonsaw and imposes a material ongoing obligation with respect to the operation of the Business and the Acquired Assets, which would have a Material Adverse Effect. (cb) There are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened by or against Seller Sellers with respect to this Agreement or any of the Transaction Collateral Agreements, or in connection with the transactions contemplated hereby or thereby, that would reasonably be expected to prevent or materially delay the consummation by Sellers of the transactions contemplated hereby or thereby or would reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (MGT Capital Investments Inc)

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