Common use of Litigation and Governmental Matters Clause in Contracts

Litigation and Governmental Matters. There is no action, suit or proceeding that has been (a) filed and served, whether or not purportedly on behalf of the Company, at law or in equity, or before or by any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which is pending; or (b) to the Actual Knowledge of the Company, (i) filed but not served or (ii) threatened against (including, but not limited to, counterclaims) the Company which involves (A) the Transactions or (B) the possibility of any judgment or liability which if determined adversely to the Company would result in a material adverse change in the business, operations, affairs, properties or assets, or in the financial condition of the Company; and the Company is not in default with respect to any final judgment, writ, injunction, decree, rule or regulation of any court or any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would have a material adverse effect on the Company or on the Company’s ability to consummate the Transactions.

Litigation and Governmental Matters. There is no action, suit or proceeding that has been (a) filed and served, whether or not purportedly on behalf of the Company, at law or in equity, or before or by any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which is pending; or (b) to the Actual Knowledge knowledge of the Company, (i) filed but not served or (ii) threatened threatened, against (including, but not limited to, counterclaims) the Company which involves (A) the Transactions transactions contemplated by this Agreement or (B) the possibility of any judgment or liability which if determined adversely to the Company would result in a material adverse change in the business, operations, affairs, properties or assets, or in the financial condition of the Company; and the Company is not in default with respect to any final judgment, writ, injunction, decree, rule or regulation of any court or any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would have a material adverse effect on the Company or on the Company’s ability to consummate the Transactions.

Litigation and Governmental Matters. There is no action, suit or proceeding that has been (a) filed and served, whether or not purportedly on behalf of the CompanyBuyer, at law or in equity, or before or by any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which is pending; or (b) to the Actual Knowledge knowledge of the CompanyBuyer, (i) filed but not served or (ii) threatened threatened, against (including, but not limited to, counterclaims) the Company Buyer which involves (A) the Transactions transactions contemplated by this Agreement or (B) the possibility of any judgment or liability which if determined adversely to the Company Buyer would result in a material adverse change in the business, operations, affairs, properties or assets, or in the financial condition of the CompanyBuyer; and the Company Buyer is not in default with respect to any final judgment, writ, injunction, decree, rule or regulation of any court or any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would have a material adverse effect on the Company or on the Company’s ability to consummate the TransactionsBuyer.

Litigation and Governmental Matters. There is no action, suit or proceeding that has been (a) filed and served, whether or not purportedly on behalf of the Company, at law or in equity, or before or by any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which is pending; or (b) to the Actual Knowledge knowledge of the Company, (i) filed but not served or (ii) threatened threatened, against (including, but not limited to, counterclaims) the Company which involves (A) the Transactions transaction contemplated by this Agreement or (B) the possibility of any judgment or liability which if determined adversely to the Company would result in a material adverse change in the business, operations, affairs, properties or assets, or in the financial condition of the Company; and the Company is not in default with respect to any final judgment, writ, injunction, decree, rule or regulation of any court or any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would have a material adverse effect on the Company or on the Company’s ability to consummate the Transactions.