Common use of Legal Proceedings; Governmental Orders Clause in Contracts

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.14(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Knowledge, threatened against or by Sellers (a) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or, to Sellers’ Knowledge, circumstances exist, that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.14(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business. Sellers are in compliance with the terms of each Governmental Order set forth in Section 4.14(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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.), Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.)

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Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.14(a4.16(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Seller’s Knowledge, threatened against or by Sellers Seller (a) relating to or affecting the Business, Seller or any of the Purchased Assets or the Assumed LiabilitiesAssets; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or, to Sellers’ Knowledge, or circumstances exist, exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.14(b4.16(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting Seller or any of the BusinessPurchased Assets. Sellers are Seller is in compliance with the terms of each Governmental Order set forth in Section 4.14(b4.16(b) of the Disclosure Schedules. No event has occurred or, or circumstances exist, exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Appears in 2 contracts

Samples: Asset Purchase Agreement (RE/MAX Holdings, Inc.), Asset Purchase Agreement (RE/MAX Holdings, Inc.)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.14(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Seller's Knowledge, threatened against or by Sellers Seller (a) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or, to Sellers’ Knowledge, or circumstances exist, exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.14(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business, the Purchased Assets or Seller. Sellers are Seller is in compliance with the terms of each Governmental Order set forth in Section 4.14(b) of the Disclosure Schedules. No event has occurred or, or circumstances exist, exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Brewing Company, Inc.), Purchase Agreement (American Brewing Company, Inc.)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.14(a4.16(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Seller's Knowledge, threatened against or by Sellers Seller (a) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Seller’s Knowledge, no event has occurred or, to Sellers’ Knowledge, or circumstances exist, exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.14(b4.16(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business. Sellers are Seller is in compliance with the terms of each Governmental Order set forth in Section 4.14(b4.16(b) of the Disclosure Schedules. No event has occurred or, or circumstances exist, exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inuvo, Inc.)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.14(a4.16(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Seller’s Knowledge, threatened against or by Sellers Seller (a) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Seller’s Knowledge, no event has occurred or, to Sellers’ Knowledge, or circumstances exist, exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.14(b4.16(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business. Sellers are Seller is in compliance with the terms of each Governmental Order set forth in Section 4.14(b4.16(b) of the Disclosure Schedules. No To Seller’s Knowledge, no event has occurred or, or circumstances exist, exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tattooed Chef, Inc.)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.14(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Seller’s Knowledge, threatened against or by Sellers Seller (a) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Knowledge of Seller, no event has occurred or, to Sellers’ Knowledge, or circumstances exist, exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.14(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business. Sellers are Seller is in compliance with the terms of each Governmental Order set forth in Section 4.14(b) of the Disclosure Schedules. No To the Knowledge of Seller, no event has occurred or, or circumstances exist, exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Appears in 1 contract

Samples: Asset Purchase Agreement (Home Bancshares Inc)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.14(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Knowledge, threatened against or by Sellers a Seller (a) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or, to Sellers’ Knowledge, or circumstances exist, exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.14(b) of 4.14(b)of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the BusinessBusiness or the Purchased Assets. Sellers are Each Seller is in compliance with the terms of each Governmental Order set forth in Section 4.14(b) of the Disclosure Schedules. No event has occurred or, or circumstances exist, exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kirby Corp)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.14(a) of the Disclosure Schedules, there There are no Actions pending or, to Sellers’ Knowledgethe Knowledge of Seller, threatened against or by Sellers Seller (ai) relating to or or, to the Knowledge of Seller, affecting the BusinessBusiness at the Acquired Facilities, the Purchased Assets or the Assumed Liabilities; or (bii) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Knowledge of Seller, no event has occurred or, to Sellers’ Knowledge, or circumstances exist, exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.14(b4.15(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or or, to the Knowledge of Seller, affecting the Business. Sellers are Seller is in compliance with the terms of each Governmental Order set forth in Section 4.14(b4.15(b) of the Disclosure Schedules. No To the Knowledge of Seller, no event has occurred or, or circumstances exist, exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Appears in 1 contract

Samples: Asset Purchase Agreement (Friedman Industries Inc)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.14(a4.10(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Seller’s Knowledge, threatened against or by Sellers Seller (a) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or, to Sellers’ Knowledge, or circumstances exist, exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.14(b4.10(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the BusinessBusiness or the Purchased Assets. Sellers are Seller is in compliance in all material respects with the terms of each Governmental Order set forth in Section 4.14(b4.10(b) of the Disclosure Schedules. No To Seller’s Knowledge, no event has occurred or, or circumstances exist, exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Appears in 1 contract

Samples: Asset Purchase Agreement (MDxHealth SA)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.14(a4.16(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Seller's Knowledge, threatened against or by Sellers Seller (a) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; Liabilities or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Seller's Knowledge, no event has occurred or, to Sellers’ Knowledge, or circumstances exist, exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.14(b4.16(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business. Sellers are Seller is in compliance compliance, in all material respects, with the terms of each Governmental Order set forth in Section 4.14(b4.16(b) of the Disclosure Schedules. No To Seller's Knowledge, no event has occurred or, or circumstances exist, exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Appears in 1 contract

Samples: Asset Purchase Agreement (SMTP, Inc.)

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Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.14(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Knowledge, threatened against or by Sellers (a) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; Liabilities or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or, to Sellers’ Knowledge, circumstances exist, that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.14(b) of the Disclosure Schedules, there are no outstanding (i) Governmental Orders and (ii) no unsatisfied judgments, penalties or awards against, relating to or affecting the Business. Sellers are in compliance with the terms of each Governmental Order set forth in Section 4.14(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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.14(a4.15(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Seller’s Knowledge, threatened against or by Sellers Seller (a) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Seller’s Knowledge, no event has occurred or, to Sellers’ Knowledge, or circumstances exist, exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.14(b4.15(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business. Sellers are Seller is in compliance with the terms of each Governmental Order set forth in Section 4.14(b4.15(b) of the Disclosure Schedules. No To Seller’s Knowledge, no event has occurred or, or circumstances exist, exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bassett Furniture Industries Inc)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.14(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Knowledge, threatened (a) against or by Sellers an Acquired Company affecting any of its properties or assets (a) or by or against any Seller or any Affiliate thereof and relating to or affecting the Business, the Purchased Assets or the Assumed Liabilitiesan Acquired Company); or (b) against or by an Acquired Company, any Seller, or any Affiliate of Seller that challenge challenges or seek seeks to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or, to Sellers’ Knowledge, circumstances exist, that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.14(b3.17(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties penalties, or awards against, relating to against or affecting the Businessan Acquired Company or any of its properties or assets. Sellers are Each Acquired Company is in compliance with the terms of each Governmental Order set forth in Section 4.14(b3.17(b) of the Disclosure Schedules. No event has occurred or, or circumstances exist, exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Appears in 1 contract

Samples: Share Purchase Agreement (Allied Motion Technologies Inc)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.14(a4.16(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Seller’s Knowledge, threatened against or by Sellers Seller (a) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred oroccurred, to Sellers’ Knowledge, or circumstances exist, exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.14(b4.16(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business. Sellers are Seller is in compliance with the terms of each Governmental Order set forth in Section 4.14(b4.16(b) of the Disclosure Schedules. No event has occurred oroccurred, or circumstances exist, exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Appears in 1 contract

Samples: Asset Purchase Agreement (Crown Electrokinetics Corp.)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 4.14(a4.16(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Seller’s Knowledge, threatened against or by Sellers Seller (a) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or, to Sellers’ Knowledge, or circumstances exist, exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.14(b4.16(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business. Sellers are Seller is in compliance with the terms of each Governmental Order set forth in Section 4.14(b4.16(b) of the Disclosure Schedules. No event has occurred or, or circumstances exist, exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Appears in 1 contract

Samples: Asset Purchase Agreement (Singing Machine Co Inc)

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