Common use of Legal Proceedings; Governmental Orders Clause in Contracts

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a) of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations or other legal proceedings pending or, to the Company’s Knowledge, threatened against or by the Company affecting any of its properties or assets, and (ii) 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, suit, claim, investigation or other legal proceeding.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a4.15(a) of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations or other legal proceedings Actions pending or, to the Company’s KnowledgeKnowledge of Enterprises, threatened (i) against or by Enterprises, the Company affecting or any of its properties their respective stockholders, directors or assetsofficers (in such capacity), and (ii) to affecting Enterprises’ or the Company’s Knowledgeproperties or assets or (iii) that challenges or seeks to prevent, no event has occurred enjoin or circumstances exist that may give rise to, or serve as a basis for, any such action, suit, claim, investigation or other legal proceedingotherwise delay the transactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a3.18(a) of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations or other legal proceedings Actions pending or, to the CompanySeller’s Knowledge, threatened against or by the Company affecting any of its properties or assets, assets (or by or against Seller or any Affiliate thereof and (ii) relating to the Company’s Knowledge), no event and at all times during the past five (5) years, none of the Company, Seller or any Affiliate thereof has occurred or circumstances exist that may give rise to, or serve as been a basis for, party to any such action, suit, claim, investigation or other legal proceedingAction.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a3.13(a) of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations or other legal proceedings pending or, to the CompanySeller’s Knowledge, threatened against or by the Company or affecting any of its properties the Real Property or assets, and assets of the Company (ii) or by or against Seller or any Affiliate thereof specifically relating to the Real Property or assets of 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, suit, claim, investigation or other legal proceeding).

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a4.14(a) of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations or other legal proceedings Actions pending or, to the Knowledge of the Company’s Knowledge, threatened against any of the Acquired Companies or by the Company affecting any of its their properties or assets, and (ii) 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, suit, claim, investigation or other legal proceeding.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a2.13(a) of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations or other legal proceedings Proceedings pending or, to the Company’s Knowledge, threatened against or by the Company affecting or any of its properties or assets, assets (or by or against the Company or any Affiliate thereof and (ii) relating 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, suit, claim, investigation or other legal proceeding).

Legal Proceedings; Governmental Orders. (a) Except Save as set forth in on Section 3.12(a) 3.10 of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations or other legal proceedings pending or, to the CompanySeller’s Knowledge, threatened against or by the any Group Company or affecting any of its properties or assets, assets (or by or against any Selling Party or any Affiliate thereof and (ii) relating to the any Group Company’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such action, suit, claim, investigation or other legal proceeding).

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a6.02(a) of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations proceedings, audits, investigations, or other legal proceedings arbitrations of any nature, public or private (each, a “Proceeding”) pending oragainst or filed by, or to the Companysuch Seller’s Knowledgeactual knowledge, threatened against or by the Company affecting involving any of its properties or assets, and (ii) to the Company’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any Equity Interests held by such action, suit, claim, investigation or other legal proceedingSeller.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a4.12(a) of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations or other legal proceedings pending or, to the Company’s Knowledge, threatened against or by the any Company or affecting any of its properties or assets, and (ii) or against or by any manager, director, officer, employee or, to the Company’s Knowledge, no event has occurred other representative (in their capacities as such) of any of the Companies (or circumstances exist that may give rise to, by or serve as against a basis for, Seller or any such action, suit, claim, investigation or other legal proceedingAffiliate thereof and relating to any Company).

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a3.13(a) of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations audits, investigations, mediations, arbitrations or other legal proceedings pending or, to the CompanySeller’s Knowledge, threatened against or by the Company or GRA affecting any of its properties or assets, assets (or by or against Seller or any Affiliate thereof and (ii) relating to the Company’s KnowledgeCompany or GRA) or any of its managers, no event has occurred directors, officers or circumstances exist that may give rise toemployees (in their capacities as such or relating to their employment, services or serve as a basis for, any such action, suit, claim, investigation relationship with the Company or other legal proceedingGRA).

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a3.16(a) of the Disclosure SchedulesSchedule, (i) there are no actions, suits, claims, investigations or other legal proceedings Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; or (b) against or by the Company that challenge or seek to prevent, and (ii) to enjoin or otherwise delay the consummation of the transactions contemplated by this Agreement. To the Company’s Knowledge, there are no event has occurred investigations or circumstances exist that may give rise to, or serve as a basis for, any such action, suit, claim, investigation or other legal proceedingaudits pending against the Company.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a3.13(a) of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations or other legal proceedings pending or, to the CompanySeller’s Knowledge, threatened against or by the Company any Target or Acquired Subsidiary affecting any of its properties or assets, assets (or by or against Seller or any Affiliate thereof and (ii) relating to the Company’s Knowledge, no event has occurred a Target or circumstances exist that may give rise to, or serve as a basis for, any such action, suit, claim, investigation or other legal proceedingAcquired Subsidiary).

Legal Proceedings; Governmental Orders. (a) Except Other than as set forth in on Section 3.12(a4.14(a) of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations or other legal proceedings pending or, to the Company’s KnowledgeKnowledge of the Company or the Sellers, threatened against or by the Company affecting any of its the properties or assets, and (ii) assets related to the Company’s Knowledge, no event has occurred Business or circumstances exist that may give rise to, or serve as a basis for, any such action, suit, claim, investigation or other legal proceedingchallenging the enforceability of this Agreement.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a3.08(a) of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations or other legal proceedings Actions pending or, to the Company’s Knowledge, threatened against or by the Company affecting any of its properties or assets, assets (or by or against the Company or any Affiliate thereof and (ii) relating 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, suit, claim, investigation or other legal proceeding).

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a4.11(a) of the Disclosure Schedules, (i) there are no material actions, suits, claims, investigations or other legal proceedings pending or, to the CompanySeller’s Knowledge, since January 1, 2013, threatened against or by the Company affecting any of its properties or assets, assets (or by or against Seller or any Affiliate thereof and (ii) relating 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, suit, claim, investigation or other legal proceeding).

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a3.06(a) of the Disclosure Schedules, (i) there are no material claims, actions, suits, claimsinvestigations, investigations or other legal proceedings (collectively, “Actions”) pending or, to the CompanySeller’s Knowledge, threatened against or by Seller or its Affiliates relating to or affecting the Company affecting any of its properties Purchased Assets or assets, and (ii) 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, suit, claim, investigation or other legal proceedingAssumed Liabilities.

Legal Proceedings; Governmental Orders. (a) Except as set forth identified in Section 3.12(a4.16(a) of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations investigations, arbitration, mediations or other legal proceedings pending involving the Company or, to the CompanySeller’s Knowledge, threatened against or by the Company Company, in either case affecting any of its the Company’s properties or assets, assets (or by or against Seller or any Shareholder or any Affiliate thereof and (ii) relating to the Company’s Knowledge), no event has occurred either pending currently or circumstances exist that may give rise tosince January 1, or serve as a basis for, any such action, suit, claim, investigation or other legal proceeding2012.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a) of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations investigations, arbitration proceedings or other legal proceedings or hearings pending or, to the Company’s Sellers’ Knowledge, threatened against or by the Company affecting any of its properties or assets, and assets (ii) or by or against GAA or Sellers relating to the Company’s Knowledge) or that could affect the ability of GAA, no event has occurred Sellers or circumstances exist that may give rise to, or serve as a basis for, any such action, suit, claim, investigation or other legal proceedingthe Company to consummate the transactions contemplated by this Agreement.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a3.17(a) of the Disclosure Schedules, (i) there are no actions, suits, claims, investigations or other legal proceedings Proceedings pending or, to the Company’s Sellers’ Knowledge, threatened in writing (a) against or by the Company affecting any of its properties or assets, assets (or by or against any Seller Party or any Affiliate thereof and (ii) relating to the Company’s Knowledge, no event has occurred ); or circumstances exist that may give rise to, (b) against or serve as a basis forby the Company, any such actionSeller Party or any Affiliate of any Seller Party that challenges or seeks to prevent, suit, claim, investigation enjoin or other legal proceedingotherwise delay the Transactions.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.12(a3.11(a) of the Disclosure Schedules, (i) there are no actionsmaterial Actions, suits, claims, investigations or other legal proceedings pending or, to the CompanySeller’s Knowledge, threatened against or by the Company or Subsidiary affecting any of its their properties or assets, assets (or by or against Seller or any Affiliate thereof and (ii) relating to the Company’s Knowledge, no event has occurred Company or circumstances exist that may give rise to, or serve as a basis for, any such action, suit, claim, investigation or other legal proceedingSubsidiary).