Common use of Legal Proceedings; Governmental Orders Clause in Contracts

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Knowledge of Seller’s Knowledge, threatened (ai) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company); or (bii) against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There Except as set forth in Schedule 4.20, there are no Actions pending or, to Seller’s Knowledgethe knowledge of the Sellers, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company)assets; or (b) against or by the Company, Seller or any Affiliate of Seller Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementTransactions. No To the knowledge of the Sellers, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There have not been any, and there are no pending, Actions pending or, to Seller’s Knowledgethe Knowledge of the Company, threatened Actions (ai) against or by the Company or any of its Subsidiaries affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company)assets; or (bii) against or by the Company, Seller Company or any Affiliate of Seller its Subsidiaries that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Knowledge of the Company, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) . There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company Company, any of its Subsidiaries or any of its their respective properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Transferors’ Knowledge, threatened (a) against or by the Company affecting any of its properties or assets Companies (or by or against Seller Transferors or any Affiliate thereof and relating to the CompanyCompanies); or (b) against or by the CompanyCompanies, Seller Transferors or any Affiliate of Seller Transferors that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company Companies or any of its their properties or assets.

Legal Proceedings; Governmental Orders. (a) There Except as set forth in Section 3.16(a) of the Disclosure Schedules, there are no Actions pending or, to Sellerthe Company’s Knowledge, threatened (ai) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to or affecting the Company)Business, the Purchased Assets or the Assumed Liabilities; or (bii) against or by the Company, Seller Company that challenge or any Affiliate of Seller that challenges or seeks seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against relating to or affecting the Company Business or any of its properties or assetsthe Purchased Assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Sellerthe Company’s Knowledge, threatened (a) against or by the Company affecting Company, any of its Subsidiaries or any their respective assets, properties or assets (businesses by any Person that could, individually or by or against Seller or any Affiliate thereof in the aggregate, reasonably be expected to be material and relating adverse to the Company); Company or (b) against could otherwise challenge or by the Company, Seller or any Affiliate of Seller that challenges or seeks seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreementhereby. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against against, relating to or affecting the Company or any of its properties or assetsSubsidiaries.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Vendor's Knowledge, threatened threatened: (a) against or by the Company Target Corporation affecting any of its properties or assets Assets (or by or against Seller Vendor or any Affiliate thereof and relating to the CompanyTarget Corporation); or (b) against or by the CompanyTarget Corporation, Seller Vendor or any Affiliate of Seller Vendor that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company Corporation or any of its properties or assetsAssets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller the Sellers or any Affiliate thereof and relating to the Company); or (b) against or by the Company, the Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s the Founders’ Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, any Seller or any Affiliate of any Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There Except as set forth in Section 4.16(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s 's Knowledge, threatened (a) against or by the Company affecting any of its properties or assets Seller (or by or against Seller or any Affiliate thereof and i) relating to or affecting the Company)Business, the Purchased Assets or the Assumed Liabilities; or (bii) against that challenge or by the Company, Seller or any Affiliate of Seller that challenges or seeks seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against against, relating to or affecting the Company or any of its properties or assetsBusiness.

Legal Proceedings; Governmental Orders. (a) There Except as set forth in Section 4.16(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to or affecting the Company)Business, the Purchased Assets or the Assumed Liabilities; or (b) against that challenge or by the Company, Seller or any Affiliate of Seller that challenges or seeks seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against against, relating to or affecting the Company Business. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any of its properties or assetssuch Governmental Order.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened (a) against or by the Company or Cana Pharmaceuticals affecting any of its their properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company)assets; or (b) against or by the CompanyCompany or Cana Pharmaceuticals, Seller the Sellers or any Affiliate of Seller their Affiliates that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or Cana Pharmaceuticals or any of its their properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s the Company's Knowledge, threatened (a) against or by the Company affecting Company, any of its properties or assets (or by or against Seller or any Affiliate thereof and relating of its officers, directors or employees (in their capacities as such) that would be material to the Company); or (b) against or by the Company, Seller or any Affiliate of Seller Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Company’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to SellerCompany’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller Sellers or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller Sellers or any Affiliate of Seller Sellers that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Company’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There Except as set forth in Section 3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Sellerthe Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company)assets; or (b) against or by the Company, Seller or any Affiliate of Seller Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Company’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Sellerthe Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller any of the Sellers or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller any of the Sellers or any Affiliate of Seller Sellers that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to SellerCompany’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller Company or any Affiliate of Seller the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There Except as set forth on Schedule 3.17(a), there are no Actions pending or, to Sellerthe Company’s Knowledge, threatened (a) threatened, against or by the Company or any of its Subsidiaries: (a) affecting any of its owned properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company)assets; or (b) against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Company’s Knowledge, no event has occurred occurred, or circumstances exist that may give rise to, or serve as a basis for, any such ActionAction against the Company or any of its Subsidiaries. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company Company, its Subsidiaries or any of its their properties or assets.

Legal Proceedings; Governmental Orders. (a) a. There are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, any Seller or any Affiliate of any Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) b. There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s 's Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Seller’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s 's Knowledge, threatened (a) against or by the Company or affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There Except as set forth on Schedule 4.15(a), there are no Actions pending or, to Sellerthe Company’s Knowledge, threatened (ai) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company)assets; or (bii) against or by the Company, Seller Company or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No Except as set forth on Schedule 4.15(a), to the Company’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller Sellers or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller Sellers or any Affiliate of Seller Sellers that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) . There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s the Company's Knowledge, threatened (ai) against or by the Company affecting or any Subsidiary, any of its their properties or assets (or by or against Seller or any Affiliate thereof and relating to the Companyof their officers, directors or employees (in their capacities as such); or (bii) against or by the Company, Seller Company or any Affiliate of Seller Subsidiary that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Company’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to either Seller’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, any Seller or any Affiliate of any Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s 's Knowledge, threatened (a) against or by the Company Group affecting any of its properties or assets (or by or against Seller Party or any Affiliate thereof and relating to the CompanyCompany Group); or (b) against or by the CompanyCompany Group, any Seller Party or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company Group or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Knowledgethe Knowledge of the Company, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company); or (bi) against or by the Company, Seller any of its properties or assets or any Affiliate of Seller its officers, directors or employees (in their capacities as such) that would be material to the Company; or (ii) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Knowledge of the Company, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to SellerSelling Stockholder’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller Selling Stockholder or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller Selling Stockholder or any Affiliate of Seller Selling Stockholder that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Sellers' Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against anu Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Knowledge, threatened or threatened: (a) against or by the Company affecting any of its properties or assets Assets (or by or against Seller a Vendor or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller a Vendor or any Affiliate of Seller a Vendor that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Actionfor a legal claim. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assetsAssets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Knowledgethe Knowledge of the Company and each Company Subsidiary, threatened (a) against or by the Company or any Company Subsidiary materially affecting any of its their respective properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company)assets; or (b) against or by the Company, Seller Company or any Affiliate of Seller Company Subsidiary that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Knowledge of the Company and each Company Subsidiary, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any Company Subsidiary or any of its their respective properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Knowledge, or threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller Sellers or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller Sellers or any Affiliate of Seller Sellers that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the CompanyCompany Group); or (b) against or by the CompanyCompany Group, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company Group or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s the Sellers’ Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, any Seller or any Affiliate of any Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) There Except as set forth in Section 4.16(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened against or by either Seller (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to or affecting the Company)Business, the Purchased Assets or the Assumed Liabilities; or (b) against that challenge or by the Company, Seller or any Affiliate of Seller that challenges or seeks seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against against, relating to or affecting the Company Business, the Purchased Assets or any of its properties or assetsthe Assumed Liabilities.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Knowledge, threatened (ai) against or by the Company affecting any of its properties or assets (or by or against either Seller or any Affiliate thereof and relating to the Company); or (bii) against or by the Company, either Seller or any Affiliate of either Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Legal Proceedings; Governmental Orders. (a) There Except as set forth in Section 4.15 of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers' Knowledge, threatened against or by either Seller (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to or affecting the Company)Business, the Purchased Assets or the Assumed Liabilities; or (b) against that challenge or by the Company, Seller or any Affiliate of Seller that challenges or seeks seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against against, relating to or affecting the Company Sellers, the Principals or any of its properties or assetsthe Business.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, any Seller or any Affiliate of any Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Sellers’ Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.