Common use of Legal Proceedings; Governmental Orders Clause in Contracts

Legal Proceedings; Governmental Orders. (a) There are no actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by Seller relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which if determined adversely to Seller would result in a Material Adverse Effect. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Business or the Purchased Assets which would have a Material Adverse Effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (ARC Group Worldwide, Inc.), Asset Purchase Agreement

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Legal Proceedings; Governmental Orders. (a) There are no actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s 's Knowledge, threatened against or by Seller relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which if determined adversely to Seller would result in a Material Adverse Effect. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Business or the Purchased Assets which would have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (xG TECHNOLOGY, INC.)

Legal Proceedings; Governmental Orders. (a) There are no actions, suits, claims, investigations or other legal proceedings Actions pending or, to Seller’s KnowledgeKnowledge after due inquiry, threatened against or by Seller relating to or affecting the Business, Business or the Purchased Assets or the Assumed Liabilitieswhich, which if determined adversely to Seller would result in a Material Adverse Effect. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Business or the Purchased Assets which would have result in a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Independence Bancshares, Inc.)

Legal Proceedings; Governmental Orders. (a) There Except as disclosed on Schedule 4.09(a), there are no actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by Seller relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which if determined adversely to Seller would result in a Material Adverse Effect. The existing litigation and claims disclosed on Schedule 4.09 are Excluded Liabilities. (b) There To Seller’s Knowledge, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Business or the Purchased Assets which would have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Englobal Corp)

Legal Proceedings; Governmental Orders. (a) There are no material claims, actions, suits, claims, investigations or other legal proceedings (collectively, “Actions”) pending or, to Seller’s Knowledgeknowledge, threatened against or by Seller relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which if determined adversely to Seller would result in a Material Adverse Effect. (b) There are no material outstanding Governmental Orders and no unsatisfied judgmentsagainst, penalties or awards against relating to or affecting the Business or the Purchased Assets which would have a Material Adverse EffectAssets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Prairie Operating Co.)

Legal Proceedings; Governmental Orders. (a) There are no actions, suits, claims, investigations or other legal proceedings Proceedings pending or, to Seller’s 's Knowledge, threatened against or by Seller or any of its Subsidiaries relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which if determined adversely to Seller would result in a Material Adverse Effect. (b) There To Seller's Knowledge, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Business or the Purchased Assets which would have a Material Adverse EffectAssets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Triangle Petroleum Corp)

Legal Proceedings; Governmental Orders. (a) There are no actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by Seller relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which if determined adversely to Seller would result in a Material Adverse Effect. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Business or the Purchased Assets which would have a Material Adverse EffectAssets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Northwest Pipe Co)

Legal Proceedings; Governmental Orders. (a) There Except as disclosed on Schedule 4.09(a), there are no actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by Seller relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which if determined adversely to Seller would result in a Material Adverse Effect. . The existing litigation and claims disclosed on Schedule 4.09 are Excluded Liabilities. (b) There To Seller’s Knowledge, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Business or the Purchased Assets which would have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Furmanite Corp)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, suits, claims, investigations or other legal proceedings (collectively, "Actions") pending or, to Seller’s Knowledge's actual knowledge, threatened against or by Seller relating to or affecting the Business, Rehabilitation Business or the Purchased Assets or the Assumed LiabilitiesAssets, which if determined adversely to Seller would result in a Material Adverse Effect. (b) There are no outstanding Governmental Orders and no unsatisfied judgmentsagainst, penalties or awards against relating to or affecting the Rehabilitation Business or the Purchased Assets Assets, which would have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Salona Global Medical Device Corp)

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Legal Proceedings; Governmental Orders. (a) There Except as set forth in Schedule 4.5(a), there are no actions, suits, claims, investigations or other legal proceedings Actions pending or, to Seller’s Knowledge, threatened by or against Seller or by Seller any of its members relating to or affecting the Business, the Purchased Assets Assets, or the Assumed Liabilities, which Liabilities that if determined adversely to Seller would result in a Material Adverse Effect. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties penalties, or awards against against, relating to, or affecting the Business or the Purchased Assets which that would have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement

Legal Proceedings; Governmental Orders. (a) There Except as disclosed in Schedule 4.09(a), there are no actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by Seller relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which if determined adversely to Seller would result in a Material Adverse Effect. . The existing litigation and claims disclosed in Schedule 4.09(a) are Excluded Liabilities. (b) There To Seller’s Knowledge, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Business or the Purchased Assets which would have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Furmanite Corp)

Legal Proceedings; Governmental Orders. (a) There there are no actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by Seller relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which if determined adversely to Seller would result in a Material Adverse Effect. (b) There there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Business or the Purchased Assets which would have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Item 9 Labs Corp.)

Legal Proceedings; Governmental Orders. (a) There are no actions, suits, claims, investigations or other legal proceedings material Actions pending or, to Seller’s 's Knowledge, threatened against or by Seller relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which if determined adversely to Seller would result in a Material Adverse Effect. (b) There are no material outstanding Governmental Orders and no material unsatisfied judgments, penalties or awards against or affecting the Business or the Purchased Assets which would have a Material Adverse EffectAssets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Venaxis, Inc.)

Legal Proceedings; Governmental Orders. (a) There are no material actions, suits, claims, investigations or other legal proceedings Proceedings pending or, to Seller’s Knowledge, threatened against or by Seller relating to or affecting the BusinessProduct Line, the Purchased Assets or the Assumed Liabilities, which if determined adversely to Seller would result in a Material Adverse Effect. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Business Product Line or the Purchased Assets which would have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Widepoint Corp)

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