Common use of Legal Actions and Orders Clause in Contracts

Legal Actions and Orders. There are no pending, unresolved Legal Actions against the Company, or, to the Knowledge of the Company, any threatened claims or demands (including any offers of license): (i) alleging any infringement, misappropriation or violation of the Intellectual Property of any Person by the Company or any of its Subsidiaries; (ii) challenging the validity, enforceability or ownership of any Company-Owned IP or the Company or any of its Subsidiaries’ rights with respect to any Company IP, in each case except for such Legal Actions that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. During the three (3) years prior to the date hereof, the Company and its Subsidiaries have not been subject to any outstanding Order that restricts or impairs the use of any Company IP, except where compliance with such Order would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Randstad North America, L.P.), Agreement and Plan of Merger (SFN Group Inc.)

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Legal Actions and Orders. There Except as set forth in Section 3.07(f) of the Company Disclosure Letter, there are and since January 1, 2008 have been no pending, unresolved Legal Actions against the Company, pending or, to the Knowledge of the Company, any threatened claims or demands (including any offers of license): threatened: (i) alleging any infringement, misappropriation or violation of the Intellectual Property of any Person by the Company or any of its Subsidiaries; (ii) challenging the validity, enforceability or ownership of any Company-Owned IP or the Company or any of its Subsidiaries’ rights with respect to any Company IP, in each case except for such Legal Actions that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. During the three (3) years prior to the date hereof, the The Company and its Subsidiaries have are not been subject to any outstanding Order that restricts or impairs the use of any Company IP, except where compliance with such Order would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Baldwin Technology Co Inc)

Legal Actions and Orders. There are no pending, unresolved Legal Actions against that have been brought within the Company, past six (6) years or are presently pending or, to the Knowledge of the Company, any threatened claims or demands (including any offers of license): threatened: (i) alleging any infringement, misappropriation or violation of the Intellectual Property of any Person by the Company or any of its Subsidiaries; (ii) challenging the validity, patentability, registrability, enforceability or ownership of any material Company-Owned IP or the Company or any of its Subsidiaries’ rights with respect to any Company IP, in each case except for such Legal Actions that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. During the three (3) years prior to the date hereof, the The Company and its Subsidiaries have are not been subject to any outstanding Order that restricts or impairs the use of any Company IP, except where compliance with such Order would not reasonably be expected to have, individually or IP in the aggregate, a Company Material Adverse Effect.any material respect. Table of Contents

Appears in 1 contract

Samples: Agreement and Plan of Merger (GB Aero Engine Merger Sub Inc.)

Legal Actions and Orders. There Except as disclosed on Section 4.07(f) of the Company Disclosure Letter, there are no pending, unresolved Legal Actions against the Company, pending or, to the Knowledge of the Company, any threatened claims or demands (including any offers of license): threatened: (i) alleging any infringement, misappropriation or violation of the Intellectual Property of any Person by the Company or any of its Subsidiaries; or (ii) challenging the validity, enforceability or ownership of any Company-Owned IP or the Company or any of its Subsidiaries’ rights with respect to any Company IP, in each case except for such Legal Actions that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. During the three (3) years prior to the date hereof, the The Company and its Subsidiaries have are not been subject to any pending or outstanding Order that restricts or impairs the use use, transfer, registration or licensing of any Company IP or otherwise impairs the validity, scope or enforceability of any Company IP, except where compliance with such Order would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MGC Parent LLC)

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Legal Actions and Orders. There Except as set forth on Section 3.09(f) of the Company Disclosure Letter, there are no pending, unresolved Legal Actions against the Company, pending or, to the Knowledge of the Company, any threatened claims or demands (including any offers of license): threatened: (i) alleging any infringement, misappropriation or violation of the Intellectual Property of any Person by the Company or any of its Subsidiaries; or (ii) challenging the validity, enforceability or ownership of any Company-Owned IP or the Company or any of its Subsidiaries’ rights with respect to any Company IP, in each case except for such Legal Actions that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. During the three (3) years prior to the date hereof, the The Company and its Subsidiaries have are not been subject to any outstanding Order that restricts or impairs the use of any Company IP, except where compliance with such Order would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metalico Inc)

Legal Actions and Orders. There are no pending, unresolved Legal Actions against that have been brought within the Company, past six (6) years or are presently pending or, to the Knowledge of the Company, any threatened claims or demands (including any offers of license): threatened: (i) alleging any infringement, misappropriation or violation of the Intellectual Property of any Person by the Company or any of its Subsidiaries; (ii) challenging the validity, patentability, registrability, enforceability or ownership of any material Company-Owned IP or the Company or any of its Subsidiaries' rights with respect to any Company IP, in each case except for such Legal Actions that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. During the three (3) years prior to the date hereof, the The Company and its Subsidiaries have are not been subject to any outstanding Order that restricts or impairs the use of any Company IP, except where compliance with such Order would not reasonably be expected to have, individually or IP in the aggregate, a Company Material Adverse Effectany material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edac Technologies Corp)

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