Legal Proceedings and Certain Labor Matters. Except as set forth in SCHEDULE 2.10, there is no Order or Action pending, or, to Seller's knowledge, threatened, against Company or any Subsidiary or any of their respective properties or assets that individually or when aggregated with one or more other such Orders or Actions has, or, if determined adversely to the interests of Seller, Company or Buyer can be reasonably expected to have, a material adverse effect on the Business or Seller's ability to perform its obligations under this Agreement. There is no organized labor strike, dispute, slowdown or stoppage, or collective bargaining or unfair labor practice claim pending or, to Seller's knowledge, threatened, against or affecting Company or any Subsidiary. SCHEDULE 2.10 lists, each pending Order and each Action that involves a claim or potential claim of aggregate liability in excess of $250,000 against, or that enjoins or seeks to enjoin any activity of Company or any Subsidiary.
Legal Proceedings and Certain Labor Matters. There is no Order or Action pending, or, to the best knowledge of Seller and Company, threatened, against or affecting Seller, Company or any of their Affiliates, properties or assets that individually or when aggregated with one or more other Orders or Actions has or might reasonably be expected to have a material adverse effect on Seller, Company, the Business, on Seller's ability to perform this Agreement, or on any aspect of the transactions contemplated by this Agreement. There is no organized labor strike, dispute, slowdown or stoppage, collective bargaining or unfair labor practice claim or union representation question (collectively, "Labor Matters"), pending or to the best knowledge of Seller threatened, against or affecting Seller (with respect to the Business), Company or the Business. Schedule 2.9 lists each Order, Action and Labor Matter that involves a claim or potential claim of aggregate liability in excess of $50,000 against, or that enjoins or compels or seeks to enjoin or to compel any activity by Company or Seller (with respect to the Business). There is no matter as to which Seller (with respect to the Business) or Company has received any notice, claim or assertion, or, to the best knowledge of Seller and Company, which otherwise has been threatened or is reasonably expected to be threatened or initiated, against or affecting any director, officer, employee, agent or representative of Seller or Company or any other Person, nor to the best knowledge of Seller and Company is there any reasonable basis therefor, in connection with which any such Person has or may reasonably be expected to have any right to be indemnified by Seller or Company.
Legal Proceedings and Certain Labor Matters. There is no Order or Action pending or, to the best knowledge of the Company, threatened, against or affecting the Company or any Subsidiary or any of their respective Properties or assets that individually or when aggregated with one or more other Orders or Actions has or if determined adversely to the interest of the Company, any Subsidiary or Buyer might reasonably be expected to have a material adverse effect on the Company or any Subsidiary, on the Business, on Seller's ability to perform this Agreement, or on any aspect of the transactions specifically contemplated by this Agreement. There is no organized labor strike, dispute, slowdown or stoppage, or collective bargaining or unfair labor practice claim (collectively, "Labor Matters"), pending or, to the best knowledge of the Company, threatened against or affecting the Company or any Subsidiary or the Business. SCHEDULE 2.10 lists each Order, Action and Labor Matter that involves a claim or potential claim of aggregate liability in excess of Five Thousand Dollars ($5,000) against, or that enjoins or compels or seeks to enjoin or to compel any activity by the Company or any Subsidiary, including, without limitation, any Order of the National Labor Relations Board. There is no matter as to which the Company or any Subsidiary has received any notice, claim or assertion, or which, to the best knowledge of the Company, otherwise has been threatened or is reasonably expected to be threatened or initiated, against or affecting any director, officer, employee, agent or representative of the Company or any Subsidiary or any other Person, nor, to the best knowledge of the Company, is there any reasonable basis therefor, in connection with which any such Person has or may reasonably be expected to have any right to be indemnified by the Company or any Subsidiary.
Legal Proceedings and Certain Labor Matters. Except as set forth on Section 3.2K of the Disclosure Schedule, there is no Order or Action pending or, to the knowledge of the Company, threatened against or affecting the Company, ARA or any of their properties or assets. None of the matters described in Section 3.2K of the Disclosure Schedule has or reasonably could be expected to have individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the Company's ability to perform this Agreement, or on the transactions contemplated by this Agreement. Except as set forth on Section 3.2K of the Disclosure Schedule, there are not presently pending or, to the knowledge of the Company, threatened any civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings or demand letters relating to any alleged hazard or alleged defect in design, manufacture, materials or workmanship including, without limitation, any failure to warn or alleged breach of express or implied warranty or representation, relating to any product manufactured, distributed or sold by or on behalf of the Company or ARA that would individually or in the aggregate reasonably be expected to have a Material Adverse Effect.
Legal Proceedings and Certain Labor Matters. There is no Order or Action pending, or, to the Knowledge of Seller, threatened, against any Company Constituent Entity or any of their respective properties or assets except as reflected on the financial statements prepared as of the Interim Balance Sheet Date or otherwise disclosed in Schedule 3.9. Except as set forth in Schedule 3.9, no Company Constituent Entity has received any opinion or legal advice to the effect that such Company Constituent Entity is exposed from a legal standpoint to any material liability or disadvantage. There is no Order or Action outstanding or pending or, to the Knowledge of Seller, threatened against or affecting any of Sellers’ assets at law or in equity, or before or by any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that challenges the validity of this Agreement or that would materially adversely affect the Company Constituent Entities taken as a whole, the Business as a whole, or restrict such Seller’s ability to perform this Agreement, or on any material aspect of the transactions contemplated hereby. There is no organized labor strike, dispute, slowdown or stoppage, or collective bargaining or unfair labor practice claim (collectively, “Labor Matters”), pending or, to the Knowledge of Seller, threatened against any Company Constituent Entity or the Business. Schedule 3.9 lists each Order, Action and Labor Matter that enjoins or compels or seeks to enjoin or to compel any activity by any Company Constituent Entity. There is no matter (including, without limitation, Labor Matters) as to which any Company Constituent Entity has received any notice, claim or assertion, or, to the Knowledge of Seller, which otherwise has been threatened against any director, officer, employee, agent or representative of any Company Constituent Entity or any other Person, in connection with which any Company Constituent Entity may have liability therefor. There is no reasonable representation question or issue respecting employees of any of the Company Constituent Entities.
Legal Proceedings and Certain Labor Matters. Except as set forth in Exhibit 8.10, there is no order or action pending, or, to the Key TechnoLabs Pvt. Ltd. knowledge, threatened, against Key TechnoLabs Pvt. Ltd. or any of their respective properties or assets that individually or when aggregated with one or more other such orders or actions has, or, if determined adversely to the interests of the Key TechnoLabs Pvt. Ltd. or Mercor Portfolio, Inc. can be reasonably expected to have, a material adverse effect on the Business or the Key TechnoLabs Pvt. Ltd. ability to perform its obligations under this Agreement. There is no organized labor strike, dispute, slowdown or stoppage, or collective bargaining or unfair labor practice claim pending or, to the Key TechnoLabs Pvt. Ltd. knowledge, threatened, against or affecting Key TechnoLabs Pvt. Ltd. Exhibit 8.10 lists, each pending order and each action that involves a claim or potential claim of aggregate liability in excess of $25,000 against, or that enjoins or seeks to enjoin any activity of Key TechnoLabs Pvt. Ltd.
Legal Proceedings and Certain Labor Matters. Except as set forth in Exhibit 8.10, there is no order or action pending, or, to the Add-On Exchange Shareholder' knowledge, threatened, against Add-On Exchange or any of their respective properties or assets that individually or when aggregated with one or more other such orders or actions has, or, if determined adversely to the interests of the Add-On Exchange Shareholder, Add-On Exchange or GOIG can be reasonably expected to have, a material adverse effect on the Business or the Add-On Exchange Shareholder' ability to perform its obligations under this Agreement. There is no organized labor strike, dispute, slowdown or stoppage, or collective bargaining or unfair labor practice claim pending or, to the Add-On Exchange Shareholder' knowledge, threatened, against or affecting Add-On Exchange. Exhibit 8.10 lists, each pending order and each action that involves a claim or potential claim of aggregate liability in excess of $25,000 against, or that enjoins or seeks to enjoin any activity of Add-On Exchange.
Legal Proceedings and Certain Labor Matters. Except as set out in Section 4.10 of the Seller Disclosure Schedule, there is no Order or Action pending or, to the knowledge of Seller, threatened against or affecting the Acquired Assets or Seller's right to operate the Business or that would restrain or prevent the consummation of the transactions contemplated by this Agreement or that might affect the right of Buyer to own the Acquired Assets. There has been no collective bargaining agreement, organized labor strike, dispute, slowdown or stoppage, organizing effort, or demand for recognition, grievance, arbitration, or actual or threatened unfair labor practice claim (collectively "Labor Matters"), not is any Labor Matter now pending or, to the knowledge of Seller, threatened against or affecting the Business.
Legal Proceedings and Certain Labor Matters. There is no Order or Action pending, or, to the best knowledge of Sellers and the Companies, threatened, against or affecting any of the Companies or the Subsidiaries or any of their respective properties or assets that individually or when aggregated with one or more other Orders or Actions has or might reasonably be expected to have a material adverse effect on the Business taken as a whole or on the Sellers' ability to perform this Agreement, or on any transaction contemplated by this Agreement. There is no organized labor strike, dispute, slowdown or stoppage, or collective bargaining or unfair labor practice claim (collectively, "Labor Matters"), pending or to the best knowledge of Sellers and the Companies threatened, against or affecting any of the Companies or the Subsidiaries or the Business. There is no matter as to which any of the Companies or the Subsidiaries has received any notice, claim or assertion, or, to the best knowledge of Sellers and the Companies, which otherwise has been threatened or is reasonably expected to be threatened or initiated, against or affecting any director, officer, employee, agent or representative of any of the Companies or the Subsidiaries, nor to the best knowledge of Sellers and the Companies is there any reasonable basis therefor, in connection with which any such Person has or may reasonably be expected to have any right to be indemnified by any of the Companies or Subsidiaries.
Legal Proceedings and Certain Labor Matters. Except as listed on Schedule 3.12 as of the date of this Agreement, there is no Order or Action pending, or, to the knowledge of Seller, threatened, against or affecting Seller or any of its properties or assets or by which the Purchased Assets are bound (or the Buyer is bound with respect to the Purchased Assets) that individually or when aggregated with one or more other such Orders or Actions has, or is reasonably expected as of the date of this Agreement to have, a material adverse effect on the Business, taken as a whole, the Purchased Assets, the Assumed Liabilities or the Seller's ability to perform this Agreement. Except as listed on Schedule 3.12 as of the date of this Agreement, there is no organized labor strike, dispute, slowdown or stoppage, or collective bargaining or unfair labor practice claim pending or, to the knowledge of Seller, threatened, against or affecting Seller or the Business nor any union or collective bargaining representation question or issue respecting employees of Seller so pending or threatened.
