Common use of Investigations; Litigation Clause in Contracts

Investigations; Litigation. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, as of the date of this Agreement, (a) to the Knowledge of Parent, there is no investigation or review pending or threatened by any Governmental Entity with respect to Parent or any of its Subsidiaries; and (b) there are no Actions pending (or, to the Knowledge of Parent, threatened) against or affecting Parent or any of Parent’s Subsidiaries or any of their respective assets or properties at law or in equity before, and there are no Orders of any Governmental Entity against or affecting Parent or any of Parent’s Subsidiaries or any of their respective assets or properties.

Appears in 8 contracts

Sources: Merger Agreement (Union Pacific Corp), Merger Agreement (Norfolk Southern Corp), Voting Trust Agreement (Canadian Pacific Railway LTD/Cn)

Investigations; Litigation. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, as of the date of this Agreement, (a) to the Knowledge of Parent, there is no investigation or review pending or threatened by any Governmental Entity with respect to Parent or any of its Subsidiaries; and (b) there are no Actions pending (or, to the Knowledge of Parent, threatened) against or affecting Parent or any of Parent’s Subsidiaries or any of their respective assets or properties at law or in equity beforeequity, and there are no Orders of any Governmental Entity against or affecting Parent or any of Parent’s Subsidiaries or any of their respective assets or properties.

Appears in 5 contracts

Sources: Merger Agreement (Smartsheet Inc), Merger Agreement (Smartsheet Inc), Merger Agreement (UserTesting, Inc.)

Investigations; Litigation. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, as of the date of this Agreement, (a) to the Knowledge of Parent, there is no investigation or review pending or or, to the Knowledge of Parent, threatened by any Governmental Entity with respect to Parent or any of its Subsidiaries; and (b) there are no Actions pending (or, to the Knowledge of Parent, threatened) against or affecting Parent or any of Parent’s Subsidiaries or any of their respective assets or properties at law or in equity before, and there are no Orders of any Governmental Entity against or affecting Parent or any of Parent’s Subsidiaries or any of their respective assets or properties.

Appears in 2 contracts

Sources: Merger Agreement (Enerflex Ltd.), Merger Agreement (Exterran Corp)

Investigations; Litigation. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, as As of the date of this Agreementhereof, (a) to the Knowledge of Parent, there is no investigation or review pending or threatened by any Governmental Entity with respect to Parent or any of its SubsidiariesSubsidiaries that would have, individually or in the aggregate, a Parent Material Adverse Effect; and (b) there are no Actions pending (or, to the Knowledge of Parent, threatened) against or affecting Parent or any of Parent’s Subsidiaries or any of their respective assets or properties at law or in equity before, and there are no Orders orders, judgments or decrees of any Governmental Entity against or affecting Parent or any of Parent’s Subsidiaries or any of their respective assets or properties, in each case that would have, individually or in the aggregate, a Parent Material Adverse Effect.

Appears in 1 contract

Sources: Merger Agreement (WideOpenWest, Inc.)

Investigations; Litigation. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, as of the date of this Agreement, (a) to the Knowledge of Parent, there is no investigation or review pending or threatened by any Governmental Entity with respect to Parent or any of its Subsidiaries; and (b) there are no Actions pending (or, to the Knowledge of Parent, threatened) against or affecting Parent or any of Parent’s Subsidiaries or any of their respective assets or Table of Contents properties at law or in equity beforeequity, and there are no Orders of any Governmental Entity against or affecting Parent or any of Parent’s Subsidiaries or any of their respective assets or properties.

Appears in 1 contract

Sources: Merger Agreement (Proofpoint Inc)

Investigations; Litigation. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, as of the date of this Agreement, (a) to the Knowledge of Parent, there is no investigation or review pending or or, to the Knowledge of Parent, threatened by any Governmental Entity with respect to Parent Parent, Merger Sub or any of its Subsidiariestheir respective Affiliates; and (b) there are no Actions pending (or, to the Knowledge of Parent, threatened) threatened against or affecting Parent Parent, Merger Sub or any of Parent’s their respective Subsidiaries or any of their respective assets or properties at law or in equity beforeequity, and there are no Orders of any Governmental Entity against or affecting Parent Parent, Merger Sub or any of Parent’s their respective Subsidiaries or any of their respective assets or properties.

Appears in 1 contract

Sources: Merger Agreement (ZeroFox Holdings, Inc.)