Common use of Legal Proceedings; Governmental Orders Clause in Contracts

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company's Knowledge, threatened against or by the Company affecting any of its properties or assets (or by or against the Company or any Affiliate thereof and relating to the Company) which, individually or in the aggregate, would have a Material Adverse Effect, or which have not been reserved against on the Balance Sheet.

Legal Proceedings; Governmental Orders. (a) There are no material Actions pending or, to the Company's ’s Knowledge, threatened against against, or involving the Company or any of its Subsidiaries, or, to the Company’s Knowledge, any executive officer or director of the Company, or by the Company or any of its Subsidiaries affecting any of its properties or assets (or by or against the Company or any Affiliate thereof and relating to the Company) which, individually or in the aggregate, would have a Material Adverse Effect, or which have not been reserved against on the Balance Sheet).

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company's ’s Knowledge, threatened (a) against or by the Company affecting any of its properties the Purchased Assets; or assets (b) against or by or against the Company that challenges or any Affiliate thereof and relating seeks to prevent, enjoin or otherwise delay the Company) which, individually or in the aggregate, would have a Material Adverse Effect, or which have not been reserved against on the Balance Sheettransactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company's ’s Knowledge, threatened against or by the Company affecting Company, any of its Subsidiaries or any their respective assets, properties or assets (or businesses by or against the Company or any Affiliate thereof and relating to the Company) whichPerson that could, individually or in the aggregate, would have a Material Adverse Effectreasonably be expected to be material and adverse to the Company or could otherwise challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated hereby. No event has occurred or circumstances exist that may give rise to, or which have not been reserved against on the Balance Sheetserve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company's ’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets or (b) against or by or against the Company that challenge or any Affiliate thereof and relating seek to the Company) whichprevent, individually or in the aggregate, would have a Material Adverse Effectenjoin, or which have not been reserved against on otherwise delay the Balance Sheettransactions 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 Company's ’s Knowledge, threatened against or by the Company affecting any of its properties or assets (which, individually or by in the aggregate, has had or against the Company would reasonably be expected to have a Material Adverse Effect, or any Affiliate thereof and relating to the Company) which, individually or in the aggregate, would have a Material Adverse Effectreasonably be expected to affect the Company’s ability to perform its obligations under this Agreement or otherwise impede, prevent or which have not been reserved against on materially delay the Balance Sheetconsummation of the transactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) There are no Actions claims, actions, suits, investigations or other legal proceedings (collectively, “Actions”) pending or, to the Company's Knowledge’s knowledge, threatened against or by the Company any of its Subsidiaries affecting any of its properties or assets (or by or against the Company or any Affiliate thereof and relating to the Company), which if determined adversely to the Company (or to the Company or any Affiliate thereof) which, individually or would result in the aggregate, would have a Material Adverse Effect, or which have not been reserved against on the Balance Sheet.. For purposes of this Agreement: (x) “

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company's KnowledgeKnowledge of the Company and each Company Subsidiary, threatened (a) against or by the Company or any Company Subsidiary materially affecting any of its their respective properties or assets assets; or (b) against or by or against the Company or any Affiliate thereof Company Subsidiary that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To the Knowledge of the Company and relating to the Company) whicheach Company Subsidiary, individually no event has occurred or in the aggregate, would have a Material Adverse Effectcircumstances exist that may give rise to, or which have not been reserved against on the Balance Sheetserve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company's ’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets assets; (b) against or by or against the Company that challenges or any Affiliate thereof and relating seeks to prevent, enjoin or otherwise delay the Companytransactions contemplated by this Agreement; (c) which, individually against or in by the aggregate, would have a Material Adverse Effect, or which have not been reserved against on the Balance SheetCompany seeking an injunction.

Legal Proceedings; Governmental Orders. (ai) There are no Actions pending or, to the Company's ’s Knowledge, threatened threatened: (A) against or by the Company Subsidiary affecting any of its properties Assets or assets the Business (or by or against the Company or any Affiliate thereof and relating to the CompanySubsidiary); or (B) whichagainst or by the Subsidiary, individually the Company or in any Affiliate of the aggregateCompany that challenges or seeks to prevent, would have a Material Adverse Effectenjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or which have not been reserved against on the Balance Sheetserve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company's ’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets assets; or (b) against or by or against the Company that challenges or any Affiliate thereof and relating seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To the Company) which’s Knowledge, individually or in the aggregate, would have a Material Adverse Effectno event has occurred, or which have not been reserved against on the Balance Sheetcircumstances 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 Company's ’s Knowledge, threatened against or by the Company affecting any of its properties or assets (or by or against the Company any Seller or any Affiliate thereof and relating to the Company), which if determined adversely to the Company (or to any Seller or any Affiliate thereof) which, individually or would result in the aggregate, would have a Material Adverse Effect, or which have not been reserved against on the Balance Sheet.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company's Knowledge, threatened (i) against or by the Company affecting or any Subsidiary, any of its their properties or assets or any of their officers, directors or employees (in their capacities as such); or (ii) against or by or against the Company or any Affiliate thereof and relating Subsidiary that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To the Company) which’s Knowledge, individually no event has occurred or in the aggregate, would have a Material Adverse Effectcircumstances exist that may give rise to, or which have not been reserved against on the Balance Sheetserve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There are no material Actions pending or, to the Company's ’s Knowledge, threatened (a) against or by the Company or any Company Subsidiary materially affecting any of its properties or assets assets; or (b) against or by or against the Company or any Affiliate thereof and relating Company Subsidiary that challenges or seeks to prevent, enjoin or otherwise delay the Company) which, individually or in the aggregate, would have a Material Adverse Effect, or which have not been reserved against on the Balance Sheettransactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company's ’s Knowledge, threatened against or by the Company affecting any that questions the validity of its properties this Agreement, or assets (or by or against the right of the Company to enter into or any Affiliate thereof and relating to consummate the Company) whichtransactions contemplated hereby, or which would or could reasonably be expected to have, individually or in the aggregate, would have a Material Adverse Effect, or which have not been reserved against on the Balance Sheet.

Legal Proceedings; Governmental Orders. (a) There are no Actions pending or, to the Company's ’s Knowledge, threatened against or by the Company or its Subsidiaries affecting any of its properties or assets (or by or against assets, which if determined adversely to the Company or any Affiliate thereof and relating to the Company) which, individually or its Subsidiaries would result in the aggregate, would have a Company Material Adverse Effect, Effect or which have not been reserved against on challenge the Balance SheetTransaction.