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.

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)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.

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 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.

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)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 event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are no Actions or other legal proceedings pending or, to the Knowledge of Seller’s Knowledge, threatened (a) in writing against or by Seller relating to or affecting the Company affecting any Business, the Purchased Assets or the Assumed Liabilities, or that would affect the legality, validity or enforceability of its properties or assets (or by or against Seller this Agreement or any Affiliate thereof and relating to Transaction Documents or the Company); or (b) against or by the Company, Seller or any Affiliate consummation of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreementhereby or thereby. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such ActionAction or other legal proceeding.

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 Seller (or by or against Seller or any Affiliate thereof and i) relating to or affecting the Company); Business, or the Purchased Assets 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 AgreementTransactions. No event has occurred or circumstances exist that may give rise to, or serve as a basis Basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There To Seller’s Knowledge, there are no Actions pending or, to Seller’s Knowledge, or threatened (a) against or by the Public Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Public Company); or (b) against or by the Public 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 would reasonably be expected to give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) 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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Knowledge, threatened (ai) against or by the any Company or Company Subsidiary affecting any of its their respective properties or assets (or by or against Seller or any Affiliate thereof and relating to the Companyany Company or Company Subsidiary); or (bii) against or by the any Company, any Company Subsidiary, 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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Knowledgeknowledge, 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 Seller, the Company)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 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.

Legal Proceedings; Governmental Orders. (a) There Except as set forth in Schedule 4.16, there are no Actions pending or, to Seller’s the Sellers’ Knowledge, threatened against or by any 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 reasonably be expected to give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s '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.

Legal Proceedings; Governmental Orders. (a) There are As of the date hereof, there is no Actions Legal Proceeding pending or threatened in writing or, to Seller’s Knowledge, threatened orally (ai) against or by the Company any Seller Business Group Member affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating that, if determined adversely to the Company); relevant Seller Business Group Member, would be material to the Seller Business Group or the Business, or (bii) against or by the Company, any Seller or any Affiliate of Seller Business Group Member that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred Agreement or circumstances exist that may give rise to, or serve as a basis for, any such Actionthe Ancillary Agreements.

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)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 event has occurred occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are no Actions actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledgeknowledge, 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); , which if determined adversely to the Company (or (b) against or by the Company, to 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 thereof) would result in a basis for, any such ActionMaterial Adverse Effect.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s KnowledgeSellers’ 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)Digester 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 enjoin, or otherwise delay the transactions contemplated by this Agreement. No Except as set forth on Schedule 4.12(a), no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) 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 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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, or to SellerSELLER’s Knowledge, threatened (a) against or by the Company SELLER affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the CompanySELLER); or (b) against or by the Company, Seller or any Affiliate of Seller 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 occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Seller’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 a) 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 To the Knowledge of the Seller, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Selling Parties’ 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.

Legal Proceedings; Governmental Orders. (a) There are no Actions actions, suits, claims, investigations or other legal proceedings 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 or affecting the Company); Business, the Purchased Assets or (b) against or by the CompanyAssumed Liabilities, which if determined adversely to 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 would result in a basis for, any such ActionMaterial Adverse Effect.

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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Sellerany Company’s Knowledge, threatened (ai) against or by the any 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 or any Affiliate of Seller 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.

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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by the Company Seller affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the CompanySeller); 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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Knowledgethe Knowledge of Sellers, threatened (a) against or by the Acquired Company affecting or any of its properties or assets (or by or against Asset Seller or any Affiliate thereof and relating of their respective Affiliates (i) that are reasonably expected to have an adverse effect on 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.

Legal Proceedings; Governmental Orders. (a) There are no Actions actions, suits, claims, investigations or other legal proceedings 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); , which if determined adversely to the Company (or (b) against or by the Company, to 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 thereof) would result in a basis for, any such ActionMaterial Adverse Effect.

Legal Proceedings; Governmental Orders. (a) 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 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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened (ai) against or by the a Company affecting any of its such Company’s properties or assets assets, including the Leased Real Property (or by or against Seller Sellers or any Affiliate thereof and relating to the CompanyCompanies); or (bii) against or by the a Company, a 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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Seller’s Knowledge, threatened (a) against or by the Company affecting Seller or any of its properties or assets Active Partners (or by or against Seller or any Affiliate thereof and a) relating to or affecting the Company)Business or the Acquired Assets; or (b) against that challenge or by the Company, Seller or any Affiliate of Seller that challenges or seeks seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement, which if determined adversely to the Seller would result in a Material Adverse Effect. No To the Seller’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

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 any Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, any Seller or any Affiliate of Seller thereof that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementAgreement or the other Transaction Documents. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There Except as set forth in Schedule 4.10(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 stockholder or Affiliate thereof and (i) relating to or affecting the Company)Business, the Acquired 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 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.

Legal Proceedings; Governmental Orders. (a) There are no material 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 or affecting the Company); Business, the Purchased 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 event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such ActionAssumed Liabilities.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened against or by a 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 To Sellers’ Knowledge, no event has occurred or circumstances exist that may would give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are no Actions actions, suits, claims, investigations or other Legal Proceedings 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 Seller the Transferred Entities or any Affiliate thereof and member of the Seller Group relating to the Company); Business, including such actions, suits, claims, investigations and other legal proceedings that challenge or (b) against 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 Transaction, in each case that may give rise to, or serve as a basis for, any such Actionis material to the Business.

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 any Seller or any Affiliate thereof and of any Seller 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 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.

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.

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.

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.

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.

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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Knowledge, or 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.

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 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 To the Knowledge of Seller, no event has occurred or circumstances exist that may Seller reasonably expects to give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened (a) against or by the Company or any Affiliate thereof 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 CompanyCompany or any Affiliate thereof, any Seller or any Affiliate of Seller thereof 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.

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 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 To the Seller’s Knowledge, no event has occurred or circumstances exist that may would reasonably be expected to give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are is no Actions Legal Action pending or, to Seller’s Sellers’ Knowledge, threatened (ai) 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 CompanyCompany or the Business); , or (bii) against or by the Company, any Seller 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 , and, to Sellers’ Knowledge, there are no presently existing facts or circumstances exist that may give rise to, or serve as would constitute a reasonable basis for, any such Actiontherefor.

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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the 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 the Seller that challenges challenge or seeks seek to prevent, enjoin or otherwise delay or burden any of the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as Agreement and the other Transaction Documents to which the Seller is a basis for, any such Actionparty.

Legal Proceedings; Governmental Orders. (a) 4.11.1 There are no Actions or other legal proceedings pending or, to the Knowledge of Seller’s Knowledge, threatened (a) in writing against or by Seller relating to or affecting the Company affecting any Business, the Purchased Assets, or that would affect the legality, validity or enforceability of its properties or assets (or by or against Seller this Agreement or any Affiliate thereof and relating to Transaction Documents or the Company); or (b) against or by the Company, Seller or any Affiliate consummation of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreementhereby or thereby. No event has occurred ocurred or circumstances exist that may give rise to, or serve as a basis for, any such ActionAction or other legal proceeding.

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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to SellerBuyer’s Knowledge, threatened (ai) against or by the Company Buyer or any Affiliate of Buyer 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 (bii) against or by the Company, Seller Buyer or any Affiliate of Seller Buyer 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.

Legal Proceedings; Governmental Orders. (a) There Except as set forth in Schedule 3.15, 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)Assets; or (b) against or by the Company, a Seller or any Affiliate of a 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.

Legal Proceedings; Governmental Orders. (a) There are no Actions (to the Knowledge of Seller with respect to inquiries, audits and investigations) pending or, to the Knowledge of Seller’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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s '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 or, to Seller’s Knowledge, circumstances exist that may give rise to, or serve as a basis for, any such Action.

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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Knowledge of each of Seller’s Knowledge, Beneficial Owner and the Company, threatened (ai) against or by the Company affecting any of its properties or assets (or by or against Seller Seller, any Beneficial Owner or any Affiliate thereof of Seller or Beneficial Owner and relating to the Company); or (bii) 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 event has occurred occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s 's Actual 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 Actual Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Sellers’ 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 or the Purchased Assets; 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.

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. Section 3.18

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s 's Knowledge, threatened against or by Seller or any of its Members (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 or the Acquired Assets; 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.

Legal Proceedings; Governmental Orders. (a) There 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.

Legal Proceedings; Governmental Orders. (a) There are no Actions actions, suits, claims, investigations or other legal proceedings pending or, to the 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); Seller’s ownership of the Shares or (b) against or by status as an equity owner of the Company, Seller challenging the validity or any Affiliate enforceability of Seller that challenges this Agreement or seeks seeking to prevent, enjoin or otherwise delay prohibit consummation of 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 Actionhereby.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to SellerBuyer’s Knowledge, threatened (a) by or against Buyer or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating Affiliates which relate to the Company), its Business, Real Property, personal property or assets; or (b) against or by the Company, Seller Buyer or any Affiliate of Seller that challenges or seeks to preventBuyer. To Buyer’s Knowledge, enjoin or otherwise delay the transactions contemplated by this Agreement. No no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

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.

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.

Legal Proceedings; Governmental Orders. (a) There are no Actions actions, suits, claims, investigations or other legal proceedings 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 relating to or seeks affecting the Business, the Purchased Assets or the Assumed Liabilities, which if determined adversely 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 Seller would result in a basis for, any such ActionMaterial Adverse Effect.

Legal Proceedings; Governmental Orders. (a) a. There are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by Seller affecting the Company affecting any of its properties Assumed Contracts, Purchased Assets or assets (or by or against Seller or any Affiliate thereof and relating Seller’s ability to the Company)provide payroll services; 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 Knowledge of Seller, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are no Actions claims, actions, suits, investigations or other legal proceedings (collectively, “Actions”) pending or, to Seller’s Knowledgeknowledge, 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); , which if determined adversely to the Company (or (b) against or by the Company, to Seller or any Affiliate thereof) would result in a Material Adverse Effect. For purposes 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.: (x) “

Legal Proceedings; Governmental Orders. (a) There are is no Actions Legal Action pending or, to the Seller’s Knowledgeknowledge, 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 CompanyCompany or the Business); , 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 , and, there are no presently existing facts or circumstances exist that may give rise to, or serve as would constitute a reasonable basis for, any such Actiontherefor.

Legal Proceedings; Governmental Orders. (aam) There are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller or a Principal (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.

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 Sellers (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 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.

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 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 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.

Legal Proceedings; Governmental Orders. (a) There are no Actions actions, suits, claims, investigations or other legal proceedings pending or, to Sellerthe Buyer’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 Buyer or any Affiliate of Seller the Buyer that challenges challenge or seeks seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementTransaction. No event has occurred To the Buyer’s Knowledge, no facts or circumstances exist that may could give rise to, to or serve as a basis for, for any such Actionaction, suit, claim, investigation or other legal proceeding.

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 Seller, the Stockholders or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller Seller, the Stockholders or any Affiliate of Seller or Stockholders that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action.

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.

Legal Proceedings; Governmental Orders. (a) There To Buyer’s knowledge, there are no Actions pending or, to Seller’s Knowledge, or threatened (a) against or by the Company Buyer or any Affiliate of Buyer 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 Buyer or any Affiliate of Seller Buyer 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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to each Seller’s Knowledge, threatened against or by any Seller or any Principal (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 or the Acquired Assets; 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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s Knowledge, threatened in writing (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 affecting 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, since the Lookback Date no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

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 or any Affiliate thereof and relating to the Company)Subsidiary; 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 , and, to Sellers’ Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) a. There are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by Seller affecting the Company affecting any of its properties Assumed Contracts, Purchased Assets or assets (or by or against Seller or any Affiliate thereof and relating Seller’s ability to the Company)provide payroll services; 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.

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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Knowledge of Seller’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, to the Company)Knowledge of Seller, affecting the Business at the Acquired Facilities, 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 To the Knowledge of Seller, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

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.

Legal Proceedings; Governmental Orders. (a) There Except as those previously disclosed to the Buyer, 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 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.

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.

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.

Legal Proceedings; Governmental Orders. (a) There are no Actions (as hereinafter defined) pending or, to Seller’s KnowledgeSellers’ 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 Sellers, or any Affiliate of Seller Sellers: (i) relating to or affecting the Company or any of the Company’s properties or assets; or (ii) that challenges challenge or seeks seek to prevent, enjoin 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.

Legal Proceedings; Governmental Orders. (a) There To the Seller’s Knowledge, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets the Group Companies (or by or against Seller or any Affiliate thereof and i) relating to or affecting the Company)Business; 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 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.

Legal Proceedings; Governmental Orders. (a) There are no Actions actions, suits, claims, investigations or other legal proceedings 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); , which if determined adversely to the Company (or (b) against or by the Company, to 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 thereof) would result in a basis for, any such ActionMaterial Adverse Effect.

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.

Legal Proceedings; Governmental Orders. (a) There are is no Actions Legal Action 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 Sellers or a Seller or any Affiliate thereof and relating to the CompanyCompany or the Business); , or (bii) against or by the Company, Sellers, or a Seller or any Seller Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred , and, there are no presently existing facts or circumstances exist that may give rise to, or serve as would constitute a reasonable basis for, any such Actiontherefor.

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.

Legal Proceedings; Governmental Orders. (a) 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.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to Seller’s '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)Seller, 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.

Legal Proceedings; Governmental Orders. (a) There Except as set forth on Schedule 3.17, to Seller’s knowledge, 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 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.

Legal Proceedings; Governmental Orders. (a) There To the Knowledge of each Seller, there are no Actions pending or, to Seller’s Knowledge, or threatened (ai) 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 (bii) 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 the Knowledge of each Seller, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are no Actions Proceedings pending or, to Seller’s 's Knowledge, threatened (a) against or by the Company affecting Seller or any of its properties or assets (or by or against Seller or any Affiliate thereof and Subsidiaries relating to or affecting the Company); Business, the Purchased 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 event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such ActionAssumed Liabilities.

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 otherwise relating to the business of the Company (or by or against Seller Sellers or any Affiliate thereof and relating to the Company or the business of 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.

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)assets; or (b) against or by the Company, Seller Sellers or the 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.

Legal Proceedings; Governmental Orders. (a) There Except as set forth on Schedule 3.04, 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 of its Affiliates which relate to the Company), its Business, Real Property, personal property or assets; or (b) against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to preventSeller. To Seller’s Knowledge, enjoin or otherwise delay the transactions contemplated by this Agreement. No no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.