Common use of Legal Proceedings; Governmental Orders Clause in Contracts

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Sellers or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Sellers or any Affiliate of 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a) of the Company Disclosure Schedules, there are no Actions pending or, to Sellers’ Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Sellers Company or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Sellers or any Affiliate of Sellers Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Company’s Knowledge, no event has occurred or circumstances exist that may give rise to, to or serve as a basis for, for any such Action.

Legal Proceedings; Governmental Orders. (a) Except a)Except as set forth in Section 3.17(a) of the Company Disclosure Schedules, there are no Actions pending or, to Sellers’ Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Sellers Company or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Sellers or any Affiliate of Sellers Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Company’s Knowledge, no event has occurred or circumstances exist that may give rise to, to or serve as a basis for, for any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a) of the Company Disclosure Schedules, there are no Actions pending or, to Sellers’ the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Sellers or any Affiliate thereof and relating to the Company)assets; or (b) against or by the Company, Sellers or any Affiliate of Sellers Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Company’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 3.17(a3.24(a) of the Company Disclosure SchedulesSchedule, there are no Actions pending or, to Sellers’ Company’s Knowledge, threatened (a) against or by the Company Acquired Entities affecting any of its properties or assets (or by or against Sellers Company or any Affiliate thereof and relating to the CompanyAcquired Entities); or (b) against or by the CompanyAcquired Entities, Sellers Company or any Affiliate of Sellers 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Sellers or any Affiliate thereof and relating to the Company)assets; or (b) against or by the Company, Sellers or any Affiliate of Sellers Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that that, to the Company’s Knowledge, may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a3.14(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Company Member’s Knowledge, threatened (a) against or by the Company or any Acquired Company affecting any of its properties or assets (or by or against Sellers Company Member or any Affiliate Affiliates thereof and relating to the Company or any such Acquired Company); , which if determined adversely to Company or any Acquired Company (b) against or by the Company, Sellers to Company Member or any Affiliate of 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 thereof) would result in a basis for, any such ActionMaterial Adverse Effect.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a) of the Disclosure Schedules, to the Knowledge of the Company there are no Actions pending or, to Sellers’ Knowledge, or threatened (a) against or by the Company affecting any of its properties or assets (or by or against Sellers or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Sellers or any Affiliate of Sellers that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Knowledge of the Company 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 3.17(a) 3.17 of the Company Disclosure SchedulesLetter, there are no Actions pending or, to Sellers’ the Company’s Knowledge, threatened (a) against or by the Company or any of its Subsidiaries affecting any of its their properties or assets (or by or against Sellers or any Affiliate thereof and relating to the Company)assets; or (b) against or by the Company, Sellers Company or any Affiliate of Sellers its Subsidiaries that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Company’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 Schedule 3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ the Company’s Knowledge, threatened (ai) against or by the Company affecting any of its properties or assets (or by or against Sellers any Shareholder or any Affiliate thereof and relating to the Company); or (bii) against or by the Company or, to the Company’s Knowledge, Sellers or any Affiliate of Sellers 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a3.10(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ the Company’s Knowledge, threatened (ai) against or by any member of the Company Group or affecting any of its their respective properties or assets (or by or against Sellers or any Affiliate thereof and relating to any member of the CompanyCompany Group); , or (bii) against or by any member of the Company, Sellers or any Affiliate of Sellers Company Group that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Knowledge of the Company, no event has occurred or circumstances exist that may reasonably could give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a) of the Disclosure Schedules, there There are no Actions pending or, to Sellers’ the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Sellers or any Affiliate thereof and relating to the Company); or (bi) against or by the Company, Sellers any of its properties or assets or any Affiliate of Sellers its officers, managers, directors or employees (in their capacities as such) that if determined adversely to the Company would result in a Material Adverse Effect; or (ii) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Company’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 3.17(a) 4.15 of the Disclosure SchedulesLetter, there are no Actions pending or, to SellersCompanies’ Knowledge, threatened (a) against or by the any Company affecting any of its business, properties or assets (or by or against Sellers the Seller or any Affiliate thereof and relating to the any Company); or (b) against or by the any Company, Sellers any Seller or any Affiliate of Sellers any Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Companies’ 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 3.17(a4.6(a) of the Company Disclosure SchedulesSchedule, there are no Actions pending or, to Sellers’ the Company’s Knowledge, threatened (ai) against or by the Company affecting any of its properties or assets (or by or against Sellers or any Affiliate thereof of the Company and relating to the Company); or (bii) against or by the Company, Sellers Company or any Affiliate of Sellers the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Company’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 3.17(a3.15(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Sellers or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Sellers or any Affiliate of 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a) 3.20 of the Company Disclosure Schedules, there are no Schedules sets forth a true and complete list of all Actions pending or, to Sellers’ the Company’s Knowledge, threatened threatened: (a) against or by the Company affecting any of its properties or assets Assets (or by or against Sellers Vendor or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Sellers Vendor or any Affiliate of Sellers Vendor 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a) of the Disclosure Schedules, there There are no Actions pending or, to Sellers’ the Company’s Knowledge, threatened (ai) against or by the Company affecting any of its properties or assets (or by or against Sellers or any Affiliate thereof and relating to or affecting the Company)Business, the Purchased Assets or the Assumed Liabilities; or (bii) against or by the Company, Sellers Company that challenge or any Affiliate of Sellers that challenges or seeks seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No Except as set forth in Section 2.17(a) of the Disclosure Schedules, to the Company’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 3.17(a3.18(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (assets, including the Company Intellectual Property or by or against Sellers or any Affiliate thereof and relating to the Company)’s rights in any Licensed Intellectual Property; or (b) against or by the Company, Sellers or any Affiliate of Sellers Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Company’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.