Common use of Legal Proceedings; Governmental Orders Clause in Contracts

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.16(a) of the Disclosure Schedules, there are no Actions pending or, to the Company’s Knowledge, threatened (i) against or by the Company relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; or (ii) against or by the Company that challenge or seek 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) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards relating to or affecting the Business or the Purchased Assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.16(a) of the Disclosure Schedules, there There are no Actions pending or, to the CompanySeller’s Knowledge, threatened (i) against or by the any Company or Company Subsidiary affecting any of their respective properties or assets (or by or against Seller or any Affiliate thereof and relating to any Company or affecting the Business, the Purchased Assets or the Assumed LiabilitiesCompany Subsidiary); or (ii) against or by the any Company, any Company Subsidiary, Seller or any Affiliate of Seller that challenge challenges or seek 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) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards relating to against or affecting the Business any Company or the Purchased AssetsCompany Subsidiary or any of their respective properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.16(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to the CompanySeller’s Knowledge, threatened (ia) against or by the Company Seller affecting any of its properties or assets (or by or against any Affiliate of Seller and relating to or affecting the Business, the Purchased Assets or the Assumed LiabilitiesSeller); or (iib) against or by the Company Seller or any Affiliate of Seller that challenge challenges or seek 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) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards relating to against or affecting the Business Seller or the Purchased Assetsany of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.16(a) of the Disclosure Schedules, there There are no Actions pending or, to the Company’s Sellers’ Knowledge, threatened (ia) 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 Business, the Purchased Assets or the Assumed LiabilitiesCompany); or (iib) against or by the Company Company, any Seller or any Affiliate of any Seller that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Sellers’ 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 or awards relating to against or affecting the Business Company or the Purchased Assetsany of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.16(a) of the Disclosure Schedules, there There are no Actions pending or, to the Company’s KnowledgeKnowledge of the Company and each Company Subsidiary, threatened (ia) against or by the Company relating to or any Company Subsidiary materially affecting the Business, the Purchased Assets any of their respective properties or the Assumed Liabilitiesassets; or (iib) against or by the Company or any Company Subsidiary that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Knowledge of the Company and each Company Subsidiary, 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 or awards relating to against or affecting the Business Company or the Purchased Assetsany Company Subsidiary or any of their respective properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.16(a3.14(a) of the Disclosure Schedules, there are no Actions pending or, to the CompanySeller’s Knowledge, threatened (i) against or by the any Company affecting any of their respective assets (or by or against Seller or any Affiliate and relating to any Company or affecting the Business, the Purchased Assets or the Assumed LiabilitiesCompany Subsidiary); or (ii) against or by the Company any Company, Seller or any Affiliate of Seller that challenge challenges or seek 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) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards relating to against or affecting the Business any Company or the Purchased AssetsCompany Subsidiary or any of their respective properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.16(a) of the Disclosure Schedules, there There are no Actions pending or, to the CompanySeller’s Knowledge, threatened (ia) against or by the Company affecting any of its properties or assets (or by or against Seller, the Stockholders or any Affiliate thereof and relating to or affecting the Business, the Purchased Assets or the Assumed LiabilitiesCompany); or (iib) against or by the Company Company, Seller, the Stockholders or any Affiliate of Seller or Stockholders that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred 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 or awards relating to against or affecting the Business Company or the Purchased Assetsany of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.16(a) of the Disclosure Schedules, there There are no Actions pending or, to the Company’s Knowledge, threatened (i) against or by the Company, any of its properties or assets or any of its officers, managers, directors or employees (in their capacities as such) that if determined adversely to the Company relating to or affecting the Business, the Purchased Assets or the Assumed Liabilitieswould result in a Material Adverse Effect; or (ii) against or by the Company that challenge challenges or seek 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. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards relating to against or affecting the Business Company or the Purchased Assetsany of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.16(a) of the Disclosure Schedules, there There are no Actions pending or, to the CompanyCorporation’s Knowledge, threatened threatened: (ia) against or by the Company Corporation affecting any of its Assets (or by or against the Vendor or any Affiliate thereof and relating to or affecting the Business, the Purchased Assets or the Assumed LiabilitiesCorporation); or (iib) against or by the Company Corporation, the Vendor or any Affiliate of the Corporation or the Vendor that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the Closing or 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) . There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards relating to against or affecting the Business Corporation or the Purchased any of its Assets.

Legal Proceedings; Governmental Orders. (ai) Except as set forth in Section 3.16(a) of the Disclosure Schedules, there There are no Actions pending or, to the Company’s Knowledge, threatened threatened: (iA) against or by the Company relating to or Subsidiary affecting the Business, the Purchased any of its Assets or the Assumed LiabilitiesBusiness (or by or against the Company or any Affiliate thereof and relating to the Subsidiary); or (iiB) against or by the Subsidiary, the Company or any Affiliate of the Company that challenge challenges or seek 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. (bii) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards relating to against or affecting the Business Subsidiary or any of its Assets or the Purchased AssetsBusiness.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.16(a) of the Disclosure Schedules, there There are no Actions pending pending, threatened in writing or, to the Company’s Sellers’ Knowledge, otherwise threatened (i) against or by the Company affecting any of its properties or assets (or by or against a Seller or any Affiliate thereof and relating to or affecting the BusinessCompany), the Purchased Assets or the Assumed Liabilities; or (iib) against or by the Company Company, a Seller or any Affiliate of a Seller that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Sellers’ 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 or awards relating to against or affecting the Business Company or the Purchased Assetsany of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.16(a) of the Disclosure Schedules, there There are no Actions pending or, to the Company’s Knowledge, threatened (ia) against or by the Company affecting any of its properties or assets (or by or against any Seller or any Affiliate of any Seller relating to or affecting the Business, the Purchased Assets or the Assumed LiabilitiesCompany); or (iib) against or by the Company Company, any Seller or any Affiliate of any Seller that challenge challenges or seek 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. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards relating to against or affecting the Business Company or the Purchased Assetsany of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.16(a) of the Disclosure Schedules, there There are no Actions pending or, to the CompanySelling Stockholder’s Knowledge, threatened (ia) against or by the Company affecting any of its properties or assets (or by or against Selling Stockholder or any Affiliate thereof and relating to or affecting the Business, the Purchased Assets or the Assumed LiabilitiesCompany); or (iib) against or by the Company Company, Selling Stockholder or any Affiliate of Selling Stockholder that challenge challenges or seek 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) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards relating to against or affecting the Business Company or the Purchased Assetsany of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.16(a) of the Disclosure Schedules, there There are no Actions pending or, to the CompanySeller’s Knowledge, threatened (i) against or by the Company relating to Seller or any Equity Holder affecting the Business, any of the Purchased Assets (or by or against Seller or any Equity Holder or any Affiliate thereof and relating to the Assumed LiabilitiesBusiness); or (ii) against or by the Company Seller or any Equity Holder or any Affiliate thereof that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Seller’s Knowledge, no event has occurred or and/or no 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 or awards relating to against or affecting the Business Purchased Assets or the Purchased AssetsBusiness.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.16(a) of the Disclosure Schedules, there There are no Actions pending or, to the Company’s Knowledge, threatened (i) against or by the Company relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; or (ii) against or by the Company that challenge or 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. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards relating to or affecting the Business or Business, the Purchased AssetsAssets and/or the Assumed Liabilities.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.16(a) of the Disclosure Schedules, there There are no Actions pending or, to the Company’s Sellers’ Knowledge, threatened (ia) against or by the Company affecting any of its properties or assets or otherwise relating to the business of the Company (or affecting by or against Sellers or any Affiliate thereof and relating to the Business, the Purchased Assets Company or the Assumed Liabilitiesbusiness of the Company); or (iib) against or by the Company Company, Sellers or any Affiliate of Sellers that challenge challenges or seek 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) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards relating to against or affecting the Business Company or the Purchased Assetsany of its properties or assets.