Litigation and Arbitration. Except as set forth on Schedule I ---------- hereto, there is no suit, claim, action or proceeding now pending or, to the best knowledge of Seller, its officers and directors, threatened before any court, grand jury, administrative or regulatory body, government agency, arbitration or mediation panel or similar body, nor are there any grounds therefore, to which Seller, officers or directors is a party or which may result in any judgment, order, decree, liability, award or other determination which will, or could, individually or in the aggregate, result in a Material Adverse Change. No such judgment, order, decree or award has been entered against Seller nor has any such liability been incurred which has, or could have, such effect. There is no claim, action or proceeding now pending or threatened before any court, grand jury, administrative or regulatory body, government agency, arbitration or mediation panel or similar body which will, or could, prevent or hamper the consummation of the transactions contemplated by this Agreement, Seller, its officers and directors are not now nor have been threatened or subject to, and there are no grounds for, any suit, claim, litigation, proceeding (administrative, judicial, or in arbitration, mediation or alternative dispute resolution), government or grand jury investigation, or other action or order, writ, injunction, or decree of any court or other Government relating to personal injury, death, or property or economic damage arising from products of the Seller.
Appears in 2 contracts
Sources: Asset Purchase Agreement (VGTel, Inc.), Asset Purchase Agreement (VGTel, Inc.)
Litigation and Arbitration. Except as set forth on Schedule I ---------- 3.20(a) hereto, there is no suit, claim, action or proceeding now pending or, to the best knowledge of Seller, its officers and directorseach Seller Group Person, threatened before any court, grand jury, administrative or regulatory body, government Government agency, arbitration or mediation panel or similar body, nor nor, to the knowledge or each Seller Group Person, are there any grounds thereforetherefor, to which Sellera Seller Group Person, officers in connection with the Business, or directors a Purchased Entity is a party or which may result in any judgment, order, decree, liability, award or other determination which will, or could, individually have any material adverse effect upon any Purchased Asset or in the aggregateassets of any Purchased Entity or upon the Business Condition of the Business. Except as set forth on Schedule 3.20(b) hereto, result in a Material Adverse Change. No no such judgment, order, decree or award has been entered against any Seller Group Person nor has any such liability been incurred which has, or could have, such effect. There is no claim, action or proceeding now pending or or, to the knowledge of each Seller Group Person, threatened before any court, grand jury, administrative or regulatory body, government Government agency, arbitration or mediation panel or similar body which will, or could, prevent or hamper the consummation of the transactions contemplated by this Agreement, Sellerand none of the Seller Group Persons has been, its officers and directors are not now nor have nor, to the knowledge or each Seller Group Person, been threatened or to be subject to, and and, to the knowledge of each Seller Group Person, there are no grounds for, any suit, claim, litigation, proceeding (administrative, judicial, or in arbitration, mediation or alternative dispute resolution), government Government or grand jury investigation, or other action or order, writ, injunction, or decree of any court or other Government entity relating to personal injury, death, or property or economic damage arising from products of the SellerBusiness entity.
Appears in 2 contracts
Sources: Acquisition Agreement (Esco Electronics Corp), Acquisition Agreement (Schawk Inc)
Litigation and Arbitration. Except as set forth on Schedule I ---------- 3.19 hereto, there is no suit, claim, action or proceeding now pending or, to the best knowledge of Seller, its officers and directors, threatened before any court, grand jury, administrative or regulatory body, government Government agency, arbitration or mediation panel or similar body, nor are there any grounds thereforetherefor, to which Seller, officers or directors any Seller Group Person is a party in connection with the Business or which may result in any judgment, order, decree, liability, award or other determination which will, or could, individually have any material adverse effect upon any Purchased Asset or in upon the aggregate, result in a Material Adverse ChangeBusiness Condition of the Business. No such judgment, order, decree or award has been entered against any Seller Group Person nor has any such liability been incurred which has, or could have, such effect. There is no claim, action or proceeding now pending or threatened before any court, grand jury, administrative or regulatory body, government Government agency, arbitration or mediation panel or similar body which will, or could, prevent or hamper the consummation of the transactions contemplated by this Agreement, Seller, its officers and directors are the Seller has not now nor have been or been threatened or to be subject to, and there are no grounds known to Seller for, any suit, claim, litigation, proceeding (administrative, judicial, or in arbitration, mediation or alternative dispute resolution), government Government or grand jury investigation, or other action or order, writ, injunction, or decree of any court or other Government relating to personal injury, death, or property or economic damage arising from products of the Seller.
Appears in 1 contract
Litigation and Arbitration. Except To the Knowledge of Sellers, except as set forth on Schedule I ---------- hereto3.20 hereto and except with respect to claims from debtors and employees arising in the Ordinary Course, there is no suit, claim, action or proceeding now pending or, to the best knowledge Knowledge of any Seller, its officers and directors, threatened before any courtCourt, grand jury, administrative or regulatory body, government governmental agency, arbitration or mediation panel or similar body, nor except with respect to potential claims from debtors and employees arising in the Ordinary Course are there any grounds thereforetherefor, to which Seller, officers or directors any of Sellers and/or any Seller is a party or which may result in any judgment, order, decree, liability, award or other determination which will, or could, individually have any material adverse effect upon any Purchased Asset or in upon the aggregatebusiness, result in a Material Adverse Changecondition (financial or otherwise), operations or prospects of the Business. No such judgment, order, decree or award has been entered against Seller any of Sellers or against any Seller, nor has any such liability been incurred which has, or could have, such effect. There is no claim, action or proceeding now pending or or, to the Knowledge of any Sellers Group Person, threatened before any courtCourt, grand jury, administrative or regulatory body, government governmental agency, arbitration or mediation panel or similar body which will, or could, prevent or hamper the consummation of the transactions contemplated by this Agreement, Seller, its officers and directors are not now nor have been threatened or subject to, and there are no grounds for, any suit, claim, litigation, proceeding (administrative, judicial, or in arbitration, mediation or alternative dispute resolution), government or grand jury investigation, or other action or order, writ, injunction, or decree of any court or other Government relating to personal injury, death, or property or economic damage arising from products of the Seller.
Appears in 1 contract
Litigation and Arbitration. Except as set forth on Schedule I ---------- hereto, there is no suit, claim, action or proceeding now pending or, to the best knowledge of Seller, its officers and directors, threatened before any court, grand jury, administrative or regulatory body, government agency, arbitration or mediation panel or similar body, nor are there any grounds therefore, to which Seller, officers or directors is a party or which may result in any judgment, order, decree, liability, award or other determination which will, or could, individually or in the aggregate, result in a Material Adverse Change. No such judgment, order, decree or award has been entered against Seller nor has any such liability been incurred which has, or could have, such effect. There is no claim, action or proceeding now pending or threatened before any court, grand jury, administrative or regulatory body, government agency, arbitration or mediation panel or similar body which will, or could, prevent or hamper the consummation of the transactions contemplated by this Agreement, Seller, its officers and directors are not now nor have been threatened or subject to, and there are no grounds for, any suit, claim, litigation, proceeding (administrative, judicial, or in arbitration, mediation or alternative dispute resolution), government or grand jury investigation, or other action or order, writ, injunction, or decree of any court or other Government relating to personal injury, death, or property or economic damage arising from products of the Seller.
Appears in 1 contract
Sources: Asset Purchase Agreement (New Medium Enterprises Inc)