Common use of Legal Proceedings; Governmental Orders Clause in Contracts

Legal Proceedings; Governmental Orders. Except as set forth in Section 3.14 of the Disclosure Schedules, there are no Actions pending or, to the Seller’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, any Seller, or any Affiliate of any Seller that challenges or seeks 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. There are no outstanding Governmental Orders and no unsatisfied judgments, penalties, or awards against or affecting the Company, or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.14 3.17(a) of the Disclosure Schedules, there are no Actions pending or, to the Seller’s Knowledge, threatened (a) against or by the Company Seller affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to the CompanySeller); or (b) against or by the Company, any Seller, Seller or any Affiliate of any Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledge, no No event has occurred occurred, or circumstances exist exist, that may give rise to, to or serve as a basis for, any such Action. There . (b) Except as set forth in Section 3.17(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, Seller or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.14 4.6(a) of the Company Disclosure SchedulesSchedule, there are no Actions pending or, to the SellerCompany’s Knowledge, threatened (ai) against or by the Company affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof of the Company and relating to the Company); or (bii) against or by the Company, any Seller, Company or any Affiliate of any Seller the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Sellerthe Company’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 Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. Except (a) Other than as set forth in Section 3.14 of the Disclosure Scheduleson Schedule 3.14(a), there are no Actions pending or, to the Seller’s 's Knowledge, threatened (a) against or by 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 CompanyCompany Group); or (b) against or by the CompanyCompany Group, any Seller, Seller or any Affiliate of any Seller that challenges or seeks 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. There . (b) Except as set forth on Schedule 3.14(b), there are no outstanding Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, Company Group or any of its properties or assets.

Legal Proceedings; Governmental Orders. Except as set forth in Section 3.14 2.15 of the Disclosure Schedules, there are is no Actions claim, action, suit, proceeding or governmental investigation (each, an "Action") of any nature pending or, to the Seller’s Vendor's Knowledge, threatened against or by: (a) against or by the Company Corporation affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof Vendor and relating to the CompanyCorporation); or or (b) against the Corporation or by the Company, any Seller, or any Affiliate of any Seller Vendor that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledge, no No event has occurred occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action. There In addition, there are no outstanding Governmental Orders governmental orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, Corporation or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.14 3.15(a) of the Disclosure Schedules, there are no Actions pending pending, threatened in writing or, to the Seller’s Knowledge, otherwise threatened (ai) against or by the Company affecting any of its properties or assets (or by or against any a Seller or any Affiliate thereof and relating to the Company); , or (b) against or by the Company, any Seller, a Seller or any Affiliate of any a Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledge, no Agreement No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. There . (b) Except as set forth in Section 3.15(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.14 2.17(a) of the Disclosure Schedules, there are no Actions pending or, to the Seller’s KnowledgeKnowledge of Sellers, threatened (a) against or by the Company affecting any of its properties or assets (or by or against any Seller Sellers or any Affiliate thereof and relating to the Company); or (b) against or by the Company, any Seller, Sellers or any Affiliate of any Seller Sellers that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledgethe Knowledge of Sellers, 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 Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.14 3.17(a) of the Disclosure Schedules, there are no Actions pending or, to the Seller’s Knowledge, threatened (a) against or by the either Company affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to the either Company); or (b) against or by the either Company, any Seller, Seller or any Affiliate of any Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledge, no 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 Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, either Company or any of its such Company’s properties or assets.

Legal Proceedings; Governmental Orders. Except as set forth in Section 3.14 3.17 of the Disclosure Schedules, there are no Actions pending or, to the Seller’s Knowledge, threatened (a) against or by the Company Companies affecting any of its their properties or assets (or by or against any Seller or any Affiliate thereof and relating to the CompanyCompanies); or (b) against or by the CompanyCompanies, any Seller, Seller or any Affiliate of any Seller that challenges or seeks 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 reasonably be expected to give rise to, or serve as a basis for, any such Action. There are no outstanding Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, Companies or any of its properties or assets.

Legal Proceedings; Governmental Orders. Except as set forth in Section 3.14 of the Disclosure Schedules, there are no Actions pending or, to the Seller’s Sellers’ Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, any Seller, or any Affiliate of any Seller that challenges or seeks 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. There are no outstanding Governmental Orders and no unsatisfied judgments, penalties, or awards against or affecting the Company, or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.14 3.17(a) of the Disclosure Schedules, to the Knowledge of the Company there are no Actions pending or, to the Seller’s Knowledge, or threatened (a) against or by the Company affecting any of its properties or assets (or by or against any Seller Sellers or any Affiliate thereof and relating to the Company); or (b) against or by the Company, any Seller, Sellers or any Affiliate of any Seller Sellers that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledge, 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. . (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. Except (a) Other than as set forth in Section 3.14 3.17(a) of the Disclosure Schedules, there are no Actions pending or, to the Seller’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against any Seller Party or any Affiliate thereof and relating to the Company); or (b) against or by the Company, any Seller, Seller Party or any Affiliate of any Seller thereof that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledge, no No event has occurred or circumstances exist that may give rise to, or serve as a reasonable basis for, any such Action. . (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.14 4.16(a) of the Disclosure SchedulesSchedule during the three years preceding the Closing Date, there are no Actions pending have been filed, and Seller served with notice thereof, or, to the Seller’s Knowledge, threatened against or by Seller (a) against or by the Company affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to or affecting the Company)Business, the Purchased Assets or the Assumed Liabilities; or (b) against that challenge or by the Company, any Seller, or any Affiliate of any Seller that challenges or seeks 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. . (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against against, relating to or affecting the Company, or any of its properties or assetsBusiness.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.14 4.20(a) of the Disclosure Schedules, there are no Actions pending or, to the SellerWarrantor’s Knowledge, threatened (a) against or by the any Company affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to the any Company); or (b) against or by the any Company, any Seller, Seller or any Affiliate of any Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledge, no No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. There . (b) Except as set forth in Section 4.20(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, any Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. Except as set forth in (a) Section 3.14 3.20 of the Company Disclosure Schedules, there are no Schedules sets forth a true and complete list of all Actions pending or, to the SellerCompany’s Knowledge, threatened threatened: (a) against or by the Company affecting any of its properties or assets Assets (or by or against any Seller Vendor or any Affiliate thereof and relating to the Company); or (b) against or by the Company, any Seller, Vendor or any Affiliate of any Seller Vendor that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledge, no 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 Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, Company or any of its properties or assetsAssets.

Legal Proceedings; Governmental Orders. Except as set forth in on Section 3.14 3.16 of the Disclosure Schedules, there are no Actions pending or, to the Seller’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, any Seller, Seller or any Affiliate of any Seller that challenges or seeks 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. There are no outstanding Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in on Section 3.14 3.17 of the Disclosure Schedules, there are no Actions pending or, to the Seller’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to the CompanyCompany or the Business); or (b) against or by the Company, any Seller, Seller or any Affiliate of any Seller that challenges or seeks 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. . (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.14 3.17(a) of the Disclosure Schedules, there are no Actions pending or, to the Seller’s Sellers’ Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against any Seller Sellers or any Affiliate thereof and relating to the Company); or (b) against or by the Company, any Seller, Sellers or any Affiliate of any Seller Sellers that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledge, no No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. There . (b) Except as set forth in Section 3.17(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, Company or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.14 3.19(a) of the Disclosure Schedules, there are no Actions pending or, to the Seller’s Sellers’ Knowledge, threatened in writing (ai) against or by the Company Parent affecting any of its properties or assets (or by or against any Seller Sellers or any Affiliate of their Affiliates thereof and relating to the CompanyCompany Parent); or (bii) against or by the CompanyCompany Parent, any Seller, Sellers or any Affiliate of any their Affiliates of a Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To Seller’s Knowledge, no No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. There . (b) Except as set forth in Section 3.19(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties, penalties or awards against or affecting the Company, Company Parent or any of its properties or assets.