Legal and Governmental Proceedings and Judgments. There is no legal action, proceeding or investigation pending or, to the Knowledge of BUYER, threatened against BUYER, nor is there any judgment outstanding against BUYER or to or by which BUYER is subject or bound that would have a Material Adverse Affect on the ability of BUYER to consummate any of the transactions contemplated hereby.
Legal and Governmental Proceedings and Judgments. There are (i) no actions or proceedings by or against MGM Parent or MGM Seller pending or, to the knowledge of MGM Parent or MGM Seller, threatened, by any Person, (ii) no Judgments outstanding against MGM Parent or MGM Seller or to or by which the MGM Interests are subject or bound, and (iii) no outstanding consent decrees, settlements, injunctions or rulings imposed by any court, in each case which could reasonably be expected to adversely affect the ability of MGM Parent or MGM Seller to consummate any of the transactions contemplated hereby or by the Releases and Indemnities or the Xxxx of Sale.
Legal and Governmental Proceedings and Judgments. There are (i) no actions or proceedings by or against RMHI or any Rainbow Buyer pending or, to the knowledge of RMHI or any Rainbow Buyer threatened by any Person, (ii) no Judgments outstanding against RMHI or the Rainbow Buyers and (iii) no outstanding consent decrees, settlements, injunctions or rulings imposed by any court, in each case which could reasonably be expected to adversely affect the ability of RMHI or the Rainbow Buyers to consummate any of the transactions contemplated hereby or by the Releases and Indemnities.
Legal and Governmental Proceedings and Judgments. Except as may affect the cable television industry generally in the United States or the State of Ohio, or as set forth on Schedule 3.11, there is no legal action or proceeding, pending or, so far as is known to Sellers, any investigation pending or threatened against a Seller, the CATV Business or the Acquired Assets, nor is there any Judgment outstanding against a Seller or to or by which a Seller, any of the Acquired Assets or the CATV Business is subject or bound, which (i) results in any modification, termination, suspension, impairment or reformation of any CATV Instrument or Contract or any right or privilege thereunder in a manner that would reasonably be expected to have a Material Adverse Effect or (ii) materially adversely affects the ability of a Seller to consummate any of the transactions contemplated hereby.
Legal and Governmental Proceedings and Judgments. Except as may affect the cable television industry generally in the United States or the State of Ohio, or as set forth on Schedule 3.11, there is no legal action or proceeding, pending or, so far as is known to Midwest, any investigation pending or threatened against Midwest, the CATV Business or Midwest's assets, nor is there any Judgment outstanding against Midwest or to or by which Midwest, any of Midwest's assets or the CATV Business is subject or bound, which (i) results in any modification, termination, suspension, impairment or reformation of any CATV Instrument or Contract or any right or privilege thereunder in a manner that would reasonably be expected to have a Material Adverse Effect or (ii) materially adversely affects the ability of Midwest to consummate any of the transactions contemplated hereby.
Legal and Governmental Proceedings and Judgments. There is no legal action, proceeding, investigation or controversy pending or, to the knowledge of Buyer, threatened against or otherwise involving Buyer or any Buyer Subsidiary, nor are there any Judgments outstanding against Buyer or Merger Sub or to or by which Buyer or any Buyer Subsidiary is, or may be, subject or bound which adversely affect the ability of Buyer or Merger Sub to consummate any of the transactions contemplated hereby.
Legal and Governmental Proceedings and Judgments. Except as set forth on Schedule 3.12 (which, with respect to each Action set forth therein, sets forth the parties, the nature of the proceeding, date commenced and amount of charges or other relief sought) and except as would not be reasonably likely to have a Company Material Adverse Effect, there are (a) no Actions pending or, to the Knowledge of Cablevision, threatened against any of the Companies or the Cablevision Companies (with respect to matters that are directly related to the Business), (b) no investigations by any Governmental Authority pending or, to the Knowledge of Cablevision, threatened against any of the Companies or the Cablevision Companies (with respect to matters that are directly related to the Business), (c) no Judgments outstanding against any of the Companies or to or by which any of the Companies or any of the Assets is subject or bound, and (d) no outstanding consent decrees, settlements, injunctions or rulings imposed by any court restricting or otherwise impairing the operation of the Business.
Legal and Governmental Proceedings and Judgments. There are (a) no Actions pending or, so far as is known to GE, NBC Holdings or NBC, threatened against GE, GE Merger Sub, NBC Holdings or NBC, (b) no investigations by any Governmental Authority pending or, so far as is known to GE, NBC Holdings or NBC, threatened against GE, GE Merger Sub, NBC Holdings or NBC, and (c) no Judgments outstanding against GE, GE Merger Sub, NBC Holdings or NBC or to or by which GE, GE Merger Sub, NBC Holdings or NBC or any of their assets is subject or bound, which in the case of paragraphs (a), (b) or (c) materially adversely affects the ability of GE, GE Merger Sub, NBC Holdings or NBC to consummate any of the transactions contemplated hereby.
Legal and Governmental Proceedings and Judgments. Except as set forth on Schedule 3.11, there is no legal action or proceeding, pending or, so far as is known to Transferor, any investigation pending or threatened against Transferor, the CATV Business or the Acquired Assets, nor is there any Judgment outstanding against Transferor or to or by which Transferor, any of the Acquired Assets or the CATV Business is subject or bound, which results in, or would reasonably be expected to result in, any material modification, termination, suspension, impairment or reformation of any CATV Instrument or material contract (as defined in Section 3.07(c)) or any material right or privilege thereunder. The foregoing representation and warranty specifically excludes (i) matters (including economic, competitive and regulatory) affecting the economy or CATV system operators generally or in the State of Michigan and (ii) matters undertaken or pending before Congress, the FCC, the Copyright Royalty Tribunal, or any state governmental authority in the State of Michigan that would have applicability to CATV systems in general but to which the Transferor is not expressly a party.
Legal and Governmental Proceedings and Judgments. Except as may affect the cable television industry generally, or in the States of Maine or New Hampshire particularly, or as set forth on Schedule 3.09, there is no legal action, counterclaim, suit, arbitration, or proceeding, pending or, to Sellers' Knowledge, any governmental investigation pending or threatened against either Seller, the CATV Business or the Acquired Assets (collectively, "Proceedings"), nor is there any Judgment pending or outstanding against either Seller or to or by which either Seller, any of the Acquired Assets or the CATV Business is subject or bound. None of the Proceedings could, individually or in the aggregate, (i) result in any modification, termination, suspension, impairment or reformation of any material CATV Instrument or Contract or any right or privilege thereunder; (ii) materially adversely affect the ability either Seller to consummate any of the transactions contemplated hereby; or (iii) have a material adverse effect upon either Seller, the Systems or the CATV Business.
