Common use of Legal Proceedings; Governmental Orders Clause in Contracts

Legal Proceedings; Governmental Orders. (a) 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) relating to or affecting the Business, the Purchased Assets, or the Assumed Liabilities; or

Legal Proceedings; Governmental Orders. (a) 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) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or 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) Except as set forth in Section 4.16(a4.10(a) of the Disclosure Schedules, there are no Actions actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; or.

Legal Proceedings; Governmental Orders. (a) 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) relating to or affecting the Business, the Purchased Assets, or the Assumed Liabilities; oror (b) that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. 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) Except as set forth in Section 4.16(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (i) against or by the Company (or its respective officers or directors) affecting any of its properties or assets (or by or against Seller (a) and relating to the Company); or affecting (ii) against or by the BusinessCompany or Seller that challenges or seeks to prevent, enjoin or otherwise delay the Purchased Assets, or the Assumed Liabilities; ortransactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) 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) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. 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) 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) relating to or affecting the Business, Seller or any of the Purchased Assets; or (b) that challenge or 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 the Assumed Liabilities; orserve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a4.14(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s 's Knowledge, threatened against or by Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or 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) Except as set forth in Section 4.16(a4.14(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened against or by Seller Sellers (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or, to Sellers’ Knowledge, circumstances exist, that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in the Buyer SEC Filings or in Section 4.16(a4.07(a) of the Disclosure Schedules, there are no Actions actions, suits, claims, investigations or other legal proceedings pending or, to SellerBuyer’s Knowledgeknowledge, threatened against or by Seller (a) relating Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or affecting otherwise delay the Business, the Purchased Assets, or the Assumed Liabilities; ortransactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) Except as set forth in on Section 4.16(a) 2.12 of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened against or by any member of the Seller (a) relating to or Group materially affecting the Business, Business or the Purchased Assets. To Sellers’ Knowledge, no facts or the Assumed Liabilities; orcircumstances exist that could give rise to or serve as a basis for any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a) of the Disclosure SchedulesSchedule 4.5(a), there are no Actions pending or, to Seller’s Knowledge, threatened by or against Seller or by Seller (a) any of its members relating to or affecting the Business, the Purchased Assets, or the Assumed Liabilities; orLiabilities that if determined adversely to Seller would result in a Material Adverse Effect.

Legal Proceedings; Governmental Orders. (a) Except as set forth disclosed in Section 4.16(a) 4.14 of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller Parties (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a) 4.08 of the Disclosure Schedules, there are no Actions actions, suits, claims, or other legal proceedings pending or, to Seller’s Knowledge, threatened in writing against or by Seller (a) Entities relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; or.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s KnowledgeKnowledge of the Sellers, threatened against or by any Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a) 4.10 of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the BusinessProject, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. Except as set forth in Section 4.10 of the Disclosure Schedules, 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) Except as set forth in Section 4.16(a3.18(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (i) against or by the Company affecting any of its properties or assets (or by or against Seller (a) or any Affiliate thereof and relating to the Company); or affecting (ii) against or by the BusinessCompany, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the Purchased Assets, or the Assumed Liabilities; orTransactions.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a4.15(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. 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) Except as set forth in Section 4.16(a) of the Disclosure Schedules, there are no Actions pending or, to the Seller’s Knowledge, threatened against or by the Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; or

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a) of the Disclosure Schedulesdisclosed on Schedule 4.09(a), there are no Actions actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; or, 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a4.12(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by any Seller Party (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a4.14(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened against or by any Seller (ai) relating to or affecting the BusinessBusiness as it relates to the Acquired Franchisees, the Purchased Assets, Assets or the Assumed Liabilities; oror (ii) that challenge or 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) Except as set forth in Section 4.16(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by Seller the Company affecting any of its properties or assets; or (ab) relating against or by the Company that challenges or seeks to prevent, enjoin or affecting otherwise delay the Business, the Purchased Assetstransactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or the Assumed Liabilities; orserve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in on Section 4.16(a) 3.06 of the Disclosure SchedulesSchedule, there are no Actions pending or, to Seller’s 's Knowledge, threatened (a) against or by Seller affecting any of Seller's properties or assets (aincluding the Goodwill or any portion thereof); or (b) relating to against or affecting the Businessby Seller, the Purchased AssetsXxxxx, or any of their respective Affiliates that challenges or seeks to prevent, enjoin or otherwise delay the Assumed Liabilities; ortransactions 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) Except as set forth in Section 4.16(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened (a) against or by an Acquired Company affecting any of its properties or assets (or by or against any Seller (a) or any Affiliate thereof and relating to an Acquired Company); or affecting the Business(b) against or by an Acquired Company, the Purchased Assetsany Seller, or any Affiliate of Seller that challenges or seeks to prevent, enjoin, or otherwise delay the Assumed Liabilities; ortransactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a3.16(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened against or by any Seller (ai) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (ii) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(aSchedule 4.13(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller (ai) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (ii) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. 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) Except as set forth in Section 4.16(a) of the Disclosure Schedules, there are no Actions pending by either Seller, and there are no Actions pending, or, to Seller’s Sellers’ Knowledge, threatened against or by Seller (a) relating to or affecting in the Business, the Purchased Assetsform of a letter of counsel, or in a communication from a consumer stating that he or she has or is retaining counsel) against either Seller. There are no Actions pending or, to Sellers’ Knowledge, threatened, that challenge or seek to prevent, enjoin or otherwise delay the Assumed Liabilities; ortransactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) 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) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; orLiabilities or (b) that challenge or 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) Except as set forth in Section 4.16(a4.11(a) of the Disclosure Schedules, there are no Actions actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by Seller (a) or its Affiliates relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; or.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a) 4.17 of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened in writing against or by Seller any of Sellers (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a4.12(a) of the Disclosure SchedulesSchedules and except for claims or Actions covered by the Sellers’ insurance policies, there are no no, and during the past three (3) years there have been no, Actions pending or, to Seller’s Sellers’ Knowledge, threatened against or by any Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; or.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a4.14(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. 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) Except as set forth in Section 4.16(a4.14(a) of the Disclosure Schedules, there are no material Actions pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the Business, including the Purchased Assets, or Assets and the Assumed Liabilities; or(b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement; or (c) 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) Except as set forth in Section 4.16(a4.10(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or 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) Except as set forth in Section 4.16(a4.11(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s 's Knowledge, threatened against or by Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; or.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a) 4.09 of the Disclosure Schedules, there are no Actions Legal Proceedings pending or, to Seller’s Knowledge, threatened against or by Seller (a) or its Subsidiaries relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; or. There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Purchased Assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a4.11(a) of the Disclosure Schedules, there are no Actions actions, suits, material claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to arising out of or affecting materially impacting the Business, the Purchased Assets, Assets or the Assumed Liabilities; or.

Legal Proceedings; Governmental Orders. (a) 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 against or by Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. 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) Except as set forth in Section 4.16(a) of the Disclosure SchedulesSchedule, there are no Actions pending or, to Seller’s Knowledge, threatened (i) against the Company or any of the Company’s properties or assets (or by or against Seller (a) or any Affiliate thereof and relating to the Company); or affecting (ii) against Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the Business, the Purchased Assets, or the Assumed Liabilities; ortransactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a4.12(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the Business, the Purchased Assets, Business Assets or the Assumed Liabilities; oror (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledge, no event has occurred or circumstances exists that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) 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) relating to or affecting the Business, Seller or any of the Purchased Assets; or (b) that challenge or seek to prevent, enjoin or otherwise delay the Assumed Liabilities; ortransactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a4.06(a) of the Disclosure Schedules, there are no Actions actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or and affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; or.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a4.10(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller or any Seller Affiliate (ai) relating to or affecting the Business, Business or the Purchased Assets; or (ii) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledge, no event has occurred, or the Assumed Liabilities; orcircumstances exist, that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to the Company affecting any of the properties or affecting assets of the Business, which if determined adversely to the Purchased Assets, or the Assumed Liabilities; orCompany would result in a Material Adverse Effect.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a4.15(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the BusinessAcquired Brand, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or 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) 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) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or 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) 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 against or by Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. 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) Except as set forth in on Section 4.16(a) 4.12 of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers's Knowledge, threatened against or by Seller Sellers (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or 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) Except as set forth in Section 4.16(a3.11(a) of the Sellers Disclosure Schedules, there are is no Actions Legal Proceeding pending or, to Seller’s Sellers’ Knowledge, threatened against or by Seller any Acquired Company or affecting any of their properties or assets (a) or by or against Sellers or any Affiliate thereof and relating to or affecting the Business, the Purchased Assets, or the Assumed Liabilities; oran Acquired Company).

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a4.11(a) of the Disclosure Schedules, there are no Actions actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; or.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by the Company or any Subsidiary affecting any of its properties or assets (or by or against Seller (a) or any Affiliate thereof and relating to the Company or affecting the Business, the Purchased Assets, or the Assumed Liabilities; orany Subsidiary).

Legal Proceedings; Governmental Orders. (a) Except as set forth disclosed 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) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; or.

Legal Proceedings; Governmental Orders. (a) Except as set forth in on Section 4.16(a3.9(a) of the Sellers Disclosure Schedules, there are no Legal Proceedings or material Actions pending or, to Seller’s Sellers’ Knowledge, threatened in writing against or by any Seller (a) or any Acquired Company affecting or relating to the Business or affecting any of the Business, the Purchased Assets, Additional Acquired Assets or the Assumed Liabilities; or.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a3.16(a) of the Disclosure Schedules, there are no Actions pending or, to a Seller’s Knowledge, threatened against or by a Seller in excess of $30,000 (a) relating to or affecting the Purchased Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or 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) Except as set forth in Section 4.16(a4.07(a) of the Disclosure Schedules, there are no Actions actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the Business, Shipwreck Business or the Purchased Assets, or the Assumed Liabilities; orwhich if determined adversely to Seller would result in a Material Adverse Effect.

Legal Proceedings; Governmental Orders. (a) 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) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or 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) Except as set forth in Section 4.16(a) 4.15 of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers' Knowledge, threatened against or by either Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or 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) Except as set forth in Section 4.16(a4.09(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by any Seller Party (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) 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 Seller: (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or 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) 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) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened in writing against or by Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or 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) Except as set forth in Section 4.16(a5.16(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened against or by Seller Sellers (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or 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) Except as set forth in on Section 4.16(a3.15(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (and no event has occurred or circumstance exists that could reasonably be expected to give rise to or serve as the basis for the commencement of any such Action or threatened Action) against or by Seller (a) relating to or affecting the BusinessSeller, the Purchased Company’s Business or any of the Acquired Assets, or that in the Assumed Liabilities; oraggregate would have a Material Adverse Effect.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a4.14(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened against or by Seller Sellers (ai) relating to or affecting the Business, Business or the Purchased Assets; or (ii) that challenge or seek to prevent, enjoin or otherwise delay the Assumed Liabilities; ortransactions contemplated by this Agreement. To Sellers’ Knowledge, no event has occurred or circumstances exist that may to give rise to any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a4.14(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened against or by a Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (b) that challenge or 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) Except as set forth in on Section 4.16(a4.15(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened against or by Seller Sellers (ai) relating to or affecting the BusinessBusinesses, the Purchased Assets, Assets or the Assumed Liabilities; oror (ii) that challenge or seek to 261874275.v7 23 prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred that would reasonably be expected to give rise to any such Action.

Legal Proceedings; Governmental Orders. (a) 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 against or by Seller (ai) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (ii) that challenge or 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) Except as set forth in Section 4.16(a4.18(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller or the UK Subsidiary (ai) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; orLiabilities or (ii) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a3.16(a) of the Seller Disclosure SchedulesSchedule, since January 1, 2014, there are have been no Actions pending or, to Seller’s Knowledge, or threatened in writing (i) against or by Seller the Company affecting any of its properties or assets; or (aii) relating against the Company that challenges or seeks to prevent, enjoin or affecting otherwise delay the Businesstransactions contemplated by this Agreement. To Seller’s knowledge, the Purchased Assets, no event has occurred or the Assumed Liabilities; orcircumstances exist that would serve as a reasonable basis for any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a4.15(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the BusinessSeller; or (b) that challenge or seek to prevent, enjoin or otherwise delay the Purchased Assetstransactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or the Assumed Liabilities; orserve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(aon Schedule 4.14(a) of to the Disclosure SchedulesLetter, there are are, and during the past three (3) years there have been, no Actions pending or, to Seller’s Sellers’ Knowledge, threatened against or by Seller (a) relating Sellers or any of their Affiliates with respect to the Business or affecting the Purchased Assets that are, in each case, material to the Business, the Purchased Assets, or the Assumed Liabilities; or.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a) 4.13 of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened against or by any Seller (ai) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; oror (ii) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) 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 against or by Seller (a) relating to or affecting the Business, the Purchased Assets, Assets or the Assumed Liabilities; orLiabilities or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. 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.