Common use of Legal Proceedings; Governmental Orders Clause in Contracts

Legal Proceedings; Governmental Orders. (a) Except as disclosed in the Seller SEC Filings or as set forth in Section 3.13(a) of the Disclosure Schedules, there are no actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened 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 to Seller or any Affiliate thereof) would result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Exchange Agreement (Ecoark Holdings, Inc.), Securities Exchange Agreement (Humbl, Inc.)

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Legal Proceedings; Governmental Orders. (a) Except as disclosed in the Seller SEC Filings or as set forth in Section 3.13(a3.17(a) of the Disclosure Schedules, there are no material actions, suits, claims, investigations or other legal proceedings pending or, to Sellerthe Company’s Knowledge, threatened against or by any of the Company Acquired Companies affecting any of its their properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company)assets, which if determined adversely to the Company (or to Seller or any Affiliate thereof) Acquired Companies would result in have a Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amc Entertainment Holdings, Inc.)

Legal Proceedings; Governmental Orders. (a) Except as disclosed in the Seller SEC Filings or as set forth in Section 3.13(a3.12(a) of the Disclosure Schedules, there are no actions, suits, claims, investigations investigations, arbitration proceedings or other legal proceedings or hearings pending or, to Seller’s Sellers’ Knowledge, threatened against or by the Company affecting any of its properties or assets (or by or against Seller GAA or any Affiliate thereof and Sellers relating to the Company)) or that could affect the ability of GAA, which if determined adversely to Sellers or the Company (or to Seller or any Affiliate thereof) would result in a Material Adverse Effectconsummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (GAIN Capital Holdings, Inc.)

Legal Proceedings; Governmental Orders. (a) Except as disclosed in the Seller SEC Filings or as set forth in Section 3.13(a) of the Disclosure Schedules, there are no actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened 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 to Seller or any Affiliate thereof) would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (NewAge, Inc.)

Legal Proceedings; Governmental Orders. (a) Except as disclosed in the Seller SEC Filings or Save as set forth in on Section 3.13(a) 3.10 of the Disclosure Schedules, there are no actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Sellers’ Knowledge, threatened against or by the any Group Company affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to the any Group Company), which if determined adversely to the such Group Company (or to such Seller or any Affiliate thereof) would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (National Holdings Corp)

Legal Proceedings; Governmental Orders. (a) Except as disclosed in the Seller SEC Filings or as set forth in Section 3.13(a) of the Disclosure Schedules, there are no actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened 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 to Seller or any Affiliate thereof) would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Martin Midstream Partners Lp)

Legal Proceedings; Governmental Orders. (a) Except as disclosed in the Seller SEC Filings or as set forth in Section 3.13(a) of the Disclosure Schedules, there are no actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by the Company or affecting any of its properties the Real Property or assets of the Company (or by or against Seller or any Affiliate thereof and specifically relating to the Real Property or assets of the Company), which if determined adversely to the Company (or to Seller or any Affiliate thereof) would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sl Industries Inc)

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Legal Proceedings; Governmental Orders. (a) Except as disclosed in the Seller SEC Filings or as set forth in Section 3.13(a3.12(a) of the Disclosure Schedules, there are no actions, suits, claims, investigations investigations, arbitration proceedings or other legal proceedings or hearings pending or, to Seller’s Sellers’ Knowledge, threatened against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and Sellers relating to the Company), which if determined adversely to ) or that could affect the ability of Sellers or the Company (or to Seller or any Affiliate thereof) would result in a Material Adverse Effectconsummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (GAIN Capital Holdings, Inc.)

Legal Proceedings; Governmental Orders. (a) Except as disclosed in the Seller SEC Filings or as set forth in Section 3.13(a4.10(a) of the Disclosure Schedules, there are no actions, suits, claims, investigations or other legal proceedings (collectively, “Actions”) pending or, to Seller’s Knowledge, threatened 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, which if determined adversely the Purchased Assets, the Real Property or the Assumed Liabilities. None of the Actions described on Section 4.10(a) of the Disclosure Schedules would reasonably be expected to the Company (or to Seller or any Affiliate thereof) would result in have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lancaster Colony Corp)

Legal Proceedings; Governmental Orders. (a) Except as disclosed in the Seller SEC Filings or as set forth in Section 3.13(a3.11(a) of the Disclosure Schedules, there are no actionsmaterial Actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by the Company or Subsidiary affecting any of its their properties or assets (or by or against Seller or any Affiliate thereof and relating to the CompanyCompany or Subsidiary), which if determined adversely to the Company (or to Seller or any Affiliate thereof) would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Limited Liability Company Interest Purchase Agreement (Quanex Building Products CORP)

Legal Proceedings; Governmental Orders. (a) Except as disclosed in the Seller SEC Filings or as set forth in Section 3.13(a) 3.11 of the Disclosure Schedules, there are no claims, actions, suits, claims, investigations or other legal proceedings (collectively, “Actions”) pending or, to Seller’s Knowledgeany Selling Parties’ knowledge, threatened against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and Selling Party relating to or affecting the Company)Business or the Purchased Assets, which if determined adversely to the Company (or to Seller or any Affiliate thereof) would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Predictive Oncology Inc.)

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