Common use of Legal Proceedings; Governmental Orders Clause in Contracts

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company Group); or (b) against or by any member of the Company Group, Seller or any Affiliate of Seller that challenges or seeks 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) Except as set forth in Section 3.18(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting any member of the Company Group or any of its properties or assets. The Company is in compliance with the terms of each Governmental Order set forth in Section 3.18(b) of the Disclosure Schedules. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller or any Affiliate of Seller that challenges or seeks 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) Except as set forth in Section 3.18(b3.17(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting any member of the Company Group or any of its properties or assets. The Company is in compliance with the terms of each Governmental Order set forth in Section 3.18(b3.17(b) of the Disclosure Schedules. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.20(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller Seller, ExchangeCo or any Affiliate thereof of their Affiliates and relating to any member of the Company Group); or (b) against or by any member of the Company Group, Seller Seller, ExchangeCo or any Affiliate of Seller or ExchangeCo that challenges or seeks 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) Except as set forth in Section 3.18(b3.20(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting any member of the Company Group or any of its properties or assets. The Company Group is in compliance with the terms of each Governmental Order set forth forth, or supposed to be set forth, in Section 3.18(b3.20(b) of the Disclosure Schedules. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a4.11(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s the Sellers’ Knowledge, threatened against or by the Seller Group Companies (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to or affecting the 17173 Business, the Purchased Assets or the Assumed Liabilities in any member of the Company Group)material respect; or (b) against that challenge or by any member of the Company Group, Seller or any Affiliate of Seller that challenges or seeks seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Sellers’ Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 3.18(b4.11(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against against, relating to or affecting any member of the Company Group 17173 Business or any of its properties or assetsthe Purchased Assets. The Company is Sellers are in compliance with the terms of each Governmental Order set forth in Section 3.18(b4.11(b) of the Disclosure Schedules. No To the Sellers’ Knowledge, no event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Legal Proceedings; Governmental Orders. (a) Except To the Knowledge of the Company, except as set forth in Section 3.18(a3.15(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, or threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller the Company Shareholder or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company, the Company Group, Seller Shareholder or any Affiliate of Seller the Company Shareholder that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementContemplated Transactions. No To the Knowledge of the Company, no event has occurred occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) Except To the Knowledge of the Company, except as set forth in Section 3.18(b3.15(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting any member of the Company Group or any of its properties or assets. The Company is in compliance with the terms of each Governmental Order set forth in Section 3.18(b3.15(b) of the Disclosure Schedules. No To the Knowledge of the Company, no event has occurred occurred, or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a4.17(a) of the Disclosure SchedulesSchedule, there are no Actions pending or, to Seller’s the Sellers’ Knowledge, threatened (a) against or by (i) any member Acquired Company, (ii) any of the Company Group affecting Sellers (in their capacities as stockholders or equityholders of any Acquired Company) or (iii) any current or former director, officer, member, manager or employee of any of its properties or assets the Acquired Companies (or by or against Seller or any Affiliate thereof and relating to any member of in their capacities as such). To the Company Group); or (b) against or by any member of the Company GroupSellers’ Knowledge, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 3.18(b4.17(b) of the Disclosure SchedulesSchedule, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting any member of the Acquired Company Group or any of its properties or assetsassets of any Acquired Company. The Each Acquired Company is in material compliance with the terms of each Governmental Order set forth in Section 3.18(b4.17(b) of the Disclosure SchedulesSchedule. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a material violation of any such Governmental Order.

Legal Proceedings; Governmental Orders. (a) Except as set forth in on Section 3.18(a) 3.17 of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by the Company, any member of the Company Group, Seller or any Affiliate of any Seller that challenges or seeks 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) Except as set forth in Section 3.18(b) of the Disclosure Schedules, there There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting any member of the Company Group or any of its properties or assets. The Company is in compliance with the terms of each Governmental Order set forth in Section 3.18(b) of the Disclosure Schedules. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group or affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller or any Affiliate of Seller that challenges or seeks 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) Except as set forth in Section 3.18(b3.17(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting any member of the Company Group or any of its properties or assets. The Company is in compliance with the terms of each Governmental Order applicable to the Company, regardless of whether such Governmental Order is set forth in Section 3.18(b3.17(b) of the Disclosure Schedules. No To Seller’s Knowledge, no event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section Schedule 3.18(a) of the Disclosure Schedules, there are no Actions pending or, to Sellerthe Corporation’s Knowledge, threatened (a) against or by any member of the Company Windset Group affecting any of its properties properties, assets or assets customers (or by or against Seller or any Affiliate Related Party thereof and relating to any member of the Company Windset Group); or (b) against or by any member of the Company Group, Seller Windset Group or any Affiliate of Seller Related Party that challenges or seeks 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) Except as set forth in Section Schedule 3.18(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting any member of the Company Windset Group or any of its properties or assets. The Company Each member of the Windset Group is in compliance with the terms of each Governmental Order set forth in Section Schedule 3.18(b) of the Disclosure Schedules. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened (a) against or by any member of the Company Group or any Subsidiary affecting any of its their respective properties or assets (or by or against Seller Sellers or any Affiliate thereof and relating to any member of the Company Groupor any Subsidiary); or (b) against or by the Company, any member of the Company GroupSubsidiary, Seller Sellers or any Affiliate of Seller Sellers that challenges or seeks 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) Except as set forth in Section 3.18(b3.17(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company, any member of the Company Group its Subsidiaries, or any of its their respective properties or assets. The Company and each Subsidiary is in compliance with the terms of each Governmental Order set forth in Section 3.18(b3.17(b) of the Disclosure Schedules. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.24(a) of the Company Disclosure SchedulesSchedule, there are no Actions pending or, to SellerCompany’s Knowledge, threatened (a) against or by any member of the Company Group Acquired Entities affecting any of its properties or assets (or by or against Seller Company or any Affiliate thereof and relating to any member of the Company GroupAcquired Entities); or (b) against or by any member of the Acquired Entities, Company Group, Seller or any Affiliate of Seller Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementTransactions. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 3.18(b3.24(b) of the Company Disclosure SchedulesSchedule, there are no outstanding Orders of a Governmental Orders Entity and no unsatisfied judgments, penalties or awards against or affecting any member of the Company Group Acquired Entities or any of its their properties or assets. The Company is Acquired Entities are in compliance with the terms of each Orders of a Governmental Order Entity set forth in Section 3.18(b3.24(b) of the Company Disclosure SchedulesSchedule. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Orders of a Governmental OrderEntity.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller or any Affiliate of Seller that challenges or seeks 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) Except as set forth in Section 3.18(b3.17(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting any member of the Company Group or any of its properties or assets. The Company is in compliance with the terms of each Governmental Order set forth in Section 3.18(b3.17(b) of the Disclosure Schedules. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.. ​

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to each Seller’s 's Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller Sellers or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller Sellers or any Affiliate of Seller Sellers that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To each 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) Except as set forth in Section 3.18(b3.17(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting any member of the Company Group or any of its properties or assets. The Company is in compliance with the terms of each Governmental Order set forth in Section 3.18(b3.17(b) of the Disclosure Schedules. No To each Seller’s Knowledge, no event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its past or present properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller or any Affiliate of Seller that challenges or seeks 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) Except as set forth in Section 3.18(b3.17(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting any member of the Company Group or any of its past or present properties or assets. The Company is in compliance with the terms of each Governmental Order set forth in Section 3.18(b) of the Disclosure Schedules. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.3.17(b)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a) of the Disclosure Schedules, there There are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened (a) against or by any member of the Company Group or any Affiliate thereof affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company Groupor any Affiliate thereof, any Seller or any Affiliate of Seller thereof that challenges or seeks 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) Except as set forth in Section 3.18(b) of the Disclosure Schedules, there There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting any member of the Company Group or any of its properties or assets. The Company is in compliance with the terms of each Governmental Order set forth in Section 3.18(b3.15(b) of the Disclosure Schedules. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(aSchedule 3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Sellerthe Company’s Knowledge, threatened (ai) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller any Shareholder or any Affiliate thereof and relating to any member of the Company GroupCompany); or (bii) against or by any member of the Company Groupor, Seller or to the Company’s Knowledge, any Affiliate of Seller its Affiliates, that challenges or seeks 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) Except as set forth in Section 3.18(bSchedule 3.17(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting any member of the Company Group or any of its properties or assets. The Company is in compliance with the terms of each Governmental Order set forth in Section 3.18(bSchedule 3.17(b) of the Disclosure Schedules. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.