Common use of Legal Proceedings; Governmental Orders Clause in Contracts

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ knowledge, threatened against or by the Company, Sellers, or any Affiliate of Sellers: (i) relating to or affecting the Company or any of the Company’s properties or assets; or (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. (b) There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company or any of its properties or assets.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Creatd, Inc.), Membership Interest Purchase Agreement (GreenBox POS)

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Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ Seller’s knowledge, threatened against or by the Company, Sellers, or any Affiliate of SellersSeller: (ia) relating to or affecting or potentially affecting the Company Business or any of the Company’s properties or assetsPurchased Assets; or (iib) that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No ; and no event has occurred or and no circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding, and the Company is in compliance with all, outstanding Governmental Orders against, relating to, or affecting the Company Business or any of its properties or assetsthe Purchased Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (OVERSTOCK.COM, Inc), Asset Purchase Agreement (OVERSTOCK.COM, Inc)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ Seller’s knowledge, threatened against or by the Company, SellersSeller, or any Affiliate of SellersSeller: (i) relating to or affecting the Company or any of the Company’s 's properties or assets; or (ii) that challenge or 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. (b) There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company or any of its properties or assets.

Appears in 2 contracts

Samples: Share Purchase Agreement (Staffing 360 Solutions, Inc.), Share Purchase Agreement (Staffing 360 Solutions, Inc.)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to the Sellers’ knowledge, threatened against or by the Company, Sellers, Company or any Affiliate of Sellersthe Company: (i) relating to or affecting the Company or any of the Company’s properties or assets; assets or (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. (b) There are no outstanding, and the Company is in material compliance with all, Governmental Orders against, relating to, or affecting the Company or any of its properties or assets.

Appears in 2 contracts

Samples: Stock Purchase Agreement (ParcelPal Logistics Inc.), Stock Purchase Agreement

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ Seller’s knowledge, threatened against or by the Company, Sellers, or any Affiliate of SellersSeller: (i) relating to or affecting the Company Business, the Purchased Assets, or any of the Company’s properties or assetsAssumed Liabilities; or (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. (b) There are no outstanding, and the Company is in compliance with all, outstanding Governmental Orders against, relating to, or affecting the Company Business or any of its properties or assetsthe Purchased Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (BT Brands, Inc.), Asset Purchase Agreement (Wrap Technologies, Inc.)

Legal Proceedings; Governmental Orders. (a) There To Seller’s actual knowledge, there are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ knowledge, threatened against or by the Company, Sellers, Company or any Affiliate of Sellerseither Seller: (i) relating to or affecting the Company or any of the Company’s properties or assets; or (ii) that challenge or seek 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. (b) There To Seller’s actual knowledge, there are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Master Stock Purchase Agreement (LZG International, Inc.)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, "Actions") pending or, to Sellers’ Company's knowledge, threatened against or by the Company, SellersCompany, or any Affiliate of SellersCompany: (i) relating to or affecting the Company or any of the Company’s 's properties or assets; or (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. (b) There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Stock and Note Purchase Agreement (SYBLEU Inc)

Legal Proceedings; Governmental Orders. (a) There To Seller’s knowledge there are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ knowledge, threatened against or by the Company, Sellers, or any Affiliate of SellersSeller: (ia) relating to or affecting the Company Business, the Purchased Assets, or any of the Company’s properties or assetsAssumed Liabilities; or (iib) 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. (b) There are no outstanding, and the Company is in compliance with all, outstanding Governmental Orders against, relating to, or affecting the Company Business or any of its properties or assetsthe Purchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (AmpliTech Group, Inc.)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ Seller Party’s knowledge, threatened against or by the Company, Sellers, or any Affiliate of SellersSeller Party: (i) relating to or affecting the Company Business, the Purchased Assets, or any of the Company’s properties or assetsAssumed Liabilities; or (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. (b) There Seller Parties are no outstanding, and the Company is in compliance with all, all Governmental Orders against, relating to, or affecting the Company Business or any of its properties or assetsthe Purchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Yunhong Green Cti Ltd.)

Legal Proceedings; Governmental Orders. (a) There are no material claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, subpoenas or investigations of any nature, whether at law or in equity (collectively, “Actions”) ), pending or, to Sellers’ knowledgeKnowledge, threatened threatened, against or by the Company, Sellers, Company or any Affiliate of Sellersa Seller: (i) solely relating to or affecting the Company or any of the Company’s properties or assets; or (ii) that challenge or seek to prevent, enjoin, enjoin or otherwise delay the transactions contemplated by this Agreementconsummation of the Transactions. No To Sellers’ Knowledge, no event has occurred or circumstances exist that may would be reasonably likely to give rise to, or serve as a basis for, any such Action. (b) There are no outstanding, and the Company is in compliance with all, outstanding Governmental Orders against, against or solely relating to, to or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Great Elm Group, Inc.)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ knowledge, threatened against or by the Company, Sellersany Seller, or any Affiliate of SellersSeller: (i) relating to or affecting the Company or any of the Company’s properties or assets; or (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. (b) . There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Share Exchange Agreement (flooidCX Corp.)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ knowledgeKnowledge, threatened against or by the Company, Sellers, or any Affiliate of Sellers: (i) relating to or affecting the Company or any of the Company’s 's properties or assets; or (ii) that challenge or 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 give rise to, or serve as a basis for, any such Action. (b) There are no outstanding, and the Company is in compliance with all, Governmental Orders againstOrders, relating to, or affecting which would affect the Company or any of its properties or assets.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Enservco Corp)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, "Actions") pending or, to Sellers’ knowledgethe knowledge of the Company or the Shareholders, threatened against or by the Company, Sellersthe Shareholders, or any Affiliate of Sellerseither of them: (i) relating to or affecting the Company or any of the Company’s 's properties or assets; or (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. (b) There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Share Exchange Agreement (U.S. NeuroSurgical Holdings, Inc.)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ Seller’s knowledge, threatened against or by the Company, SellersSeller, or any Affiliate of SellersSeller: (i) relating to or affecting the Company or any of the Company’s properties or assets, including any Material Contracts; or (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. (b) There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company or any of its properties or assets, including the Material Contracts.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (TOYO Co., LTD)

Legal Proceedings; Governmental Orders. (a) There are no claimsclaims (whether in contract or tort), actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ knowledge, threatened against or by the Company, Sellersany Seller, or any Affiliate of Sellersany Seller: (i) relating to or affecting the Company or any of the Company’s properties or assets; or (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. (b) There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Unit Purchase Agreement (Ocean Power Technologies, Inc.)

Legal Proceedings; Governmental Orders. (a) There To each Seller’s actual knowledge, there are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, "Actions") pending or, to Sellers’ knowledge, threatened against or by the Company, Sellers, Company or any Affiliate of Sellersa Seller: (i) relating to or affecting the Company or any of the Company’s 's properties or assets; or (ii) that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No To each 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. (b) There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (LZG International, Inc.)

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Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ Seller’s knowledge, threatened against or by the Company, Sellers, or any Affiliate of SellersSeller: (ia) relating to or affecting the Company Business, the Purchased Assets, or any of the Company’s properties or assetsAssumed Liabilities; or (iib) 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. (b) There are no outstanding, and the Company is in compliance with all, outstanding Governmental Orders against, relating to, or affecting the Company Business or any of its properties or assetsthe Purchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Verus International, Inc.)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ Seller’s knowledge, threatened against or by the Company, SellersSeller, or any Affiliate of SellersSeller: (i) relating to or affecting Seller or the Company or any of the Company’s properties or assetsPurchased Assets; or (ii) that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or occurred, nor circumstances exist exist, that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding, and the Company Seller is in compliance in all material respects with all, all Governmental Orders against, relating to, or affecting the Company Seller, the Business, or any of its properties or assetsthe Purchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digipath, Inc.)

Legal Proceedings; Governmental Orders. (a) a. There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, "Actions") pending or, to Sellers’ Seller's knowledge, threatened against or by the Company, Sellers, or any Affiliate of SellersSeller: (ia) relating to or affecting the Company Business, the Purchased Assets, or any of the Company’s properties or assetsAssumed Liabilities; or (iib) 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. (b) There x. Xxxxxxx are no outstanding, and the Company is in compliance with all, all Governmental Orders against, relating to, or affecting the Company Business or any of its properties or assetsthe Purchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cadiz Inc)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ knowledge, threatened against or by the Company, Sellers, or any Affiliate of Sellers: (i) relating to or affecting the Company or any of the Company’s properties or assets; or (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 reasonably be expected to give rise to, or serve as a basis for, any such Action. (b) There To Sellers’ knowledge, there are no outstanding, and the Company is in compliance with all, outstanding Governmental Orders against, relating to, or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Information Analysis Inc)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ Seller’s knowledge, threatened against or by the Company, Sellers, or any Affiliate of SellersSeller: (ia) relating to or affecting Seller, the Company Purchased Assets, or any of the Company’s properties or assetsAssumed Liabilities; or (iib) 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. (b) There are no outstanding, and the Company is in compliance with all, outstanding Governmental Orders against, relating to, or affecting Seller or the Company or any of its properties or assetsPurchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (MyMD Pharmaceuticals, Inc.)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, "Actions") pending or, to Sellers’ Seller's knowledge, threatened against or by the Company, SellersSeller, or any Affiliate of SellersSeller: (i) relating to or affecting the Company or any of the Company’s 's properties or assets; or (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. (b) There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dalrada Financial Corp)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellersthe Shareholders’ knowledge, threatened against or by the Company, Sellersthe Shareholders, or any Affiliate of Sellersthe Company: (i) relating to or affecting the Company or any of the Company’s properties or assets; or (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. (b) There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (GreenBox POS)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ Seller’s knowledge, threatened against or by the Company, SellersSeller, or any Affiliate of SellersSeller: (i) relating to or affecting the Company or any of the Company’s properties or assets; or (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. (b) There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nature's Miracle Holding Inc.)

Legal Proceedings; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Sellers’ Seller’s knowledge, threatened against or by the Company, Sellers, or any Affiliate of Sellers: (i) relating to or affecting the Company or any of the Company’s properties or assets; or (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. (b) There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company or any of its properties or assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Veroni Brands Corp.)

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