Common use of Legal Proceedings and Orders Clause in Contracts

Legal Proceedings and Orders. Except as set forth in the Disclosure Schedule there is no Legal Proceeding or Order pending against, or to either of the Seller's or the Shareholders' knowledge, threatened against or affecting, the Seller, the Business, the Purchased Assets or the Assumed Liabilities that could reasonably be expected to have a Material Adverse Effect or to adversely affect or restrict the ability of the Seller to consummate fully the transactions contemplated by this Agreement or that in any manner could draw into question the validity of this Agreement. Neither the Seller nor any of the Shareholders has knowledge of any fact, event, condition or circumstance that may give rise to the commencement of any Legal Proceeding or the entering of any Order against the Seller or any of the Seller's properties including, without limitation, any Legal Proceeding or Order that could adversely affect or restrict the ability of any Seller to consummate fully the transactions contemplated by this Agreement or that in any manner could draw into question the validity of this Agreement.

Legal Proceedings and Orders. Except as set forth in the Disclosure on Schedule 3.5 attached to this Agreement, there is no Legal Proceeding or Order pending against, or to either of the Seller's or the Shareholders' knowledgeany Shareholder's Knowledge, threatened against or affecting, the Seller, the Business, the Purchased Assets or the Assumed Liabilities including, without limitation any Legal Proceeding or Order that could reasonably be expected to have a Material Adverse Effect or to adversely affect or restrict the ability of the Seller to consummate fully the transactions contemplated by this Agreement Transactions or that in any manner could draw into question the validity of this Agreement. Neither the Seller nor any of the Shareholders Shareholder has knowledge any Knowledge of any fact, event, condition or circumstance that may give rise to the commencement of any Legal Proceeding or the entering of any Order against the Seller or any of the Seller's properties including, without limitation, any Legal Proceeding or Order that could adversely affect have a Material Adverse Effect or restrict the ability of any the Seller to consummate fully the transactions contemplated by this Agreement Transactions or that in any manner could draw into question the validity of this Agreement. The Seller has fully complied with all of the obligations under the Stipulated Judgment required to be performed by the Seller on or before the Closing Date.