Litigation and Orders Sample Clauses

Litigation and Orders. (a) Except as set forth on Schedule 6.9 (a) there are no Proceedings pending or, to the Knowledge of the Buyer, threatened against any of the Checksmart Parties or their respective business, operations or assets. There are no Proceedings pending or, to the Knowledge of the Buyer, threatened that question the legality, validity or enforceability of this Agreement, the Ancillary Agreements or any of the transactions contemplated hereby or thereby or that would, individually or in the aggregate, reasonably be expected to materially impair the ability of the Buyer Parties to perform on a timely basis their obligations under this Agreement or the Ancillary Agreements. Schedule 6.9 lists all Proceedings to which any Checksmart Party was a defendant or in which a counter claim was filed against any Checksmart Party during the past three (3) years (whether or not settled), in each case, with a claimed (or counterclaimed, as applicable) amount in excess of $25,000. None of the pending or threatened Proceedings set forth on Schedule 6.9, if adversely determined, would reasonably be expected to result in a Buyer Material Adverse Effect. (b) There is no Order to which any Checksmart Party, or any of the assets owned or used by any Checksmart Party, is subject. Each of the Checksmart Parties has been in compliance in all material respects with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject. To the Knowledge of the Buyer, no Checksmart Party has received any written notice from any Governmental Authority or any other Person regarding any actual or alleged violation of, or failure to comply in any material respect with, any term or requirement of any Order to which it, or any of the assets owned or used by it, is subject. (c) There is no Order pending or, to the Knowledge of the Buyer, threatened against any Checksmart Party that charges a Checksmart Party with the (or indicates that any of such parties are in) violation of or noncompliance with any Law or Permit. There is no Order or Proceeding pending or, to the Knowledge of the Buyer, threatened against any Checksmart Party that would give any Person the right to enjoin or rescind the transactions contemplated by this Agreement or otherwise prevent the consummation of the transactions contemplated hereby.

Litigation and Orders. There is no Proceeding pending or, to Buyer’s Knowledge, Threatened against Buyer, as of the date of this Agreement, that, if decided adversely to Buyer, will materially and adversely affect Buyer’s ability to consummate the transactions contemplated herein. As of the date of this Agreement, Buyer is not subject to any Order that will materially and adversely affect Buyer’s ability to consummate the transactions contemplated herein.

Litigation and Orders. (a) There is no material Action of any nature pending, or to the Knowledge of the Company threatened, against the Company or any Subsidiary, their respective properties and assets (tangible or intangible) or any of their respective officers or directors (solely in their capacities as such). To the Knowledge of the Company, there is no Action of any nature pending against any Person who has a contractual right or a right pursuant to applicable Legal Requirements to indemnification from the Company in respect of such Action related to facts and circumstances existing prior to the First Merger Effective Time. (b) No Governmental Entity has at any time challenged the legal right of the Company or any Subsidiary to conduct their respective operations as presently or previously conducted. (c) Neither the Company nor any Subsidiary is subject to any outstanding Order.

Litigation and Orders. There is no Action or Order pending or, to the actual knowledge (after reasonable inquiry) of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, threatened against Buyer or any of its Affiliates to enjoin or otherwise challenge the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document.

Litigation and Orders. (a) Except as set forth on Schedule 5.13(a)(i), there are no Proceedings pending or, to the Knowledge of Sellers, threatened against any Company Party. Schedule 5.13(a)(ii) lists all Proceedings to which any Company Party was a party during the past three years (whether or not settled). (b) Except as set forth on Schedule 5.13(b), (i) there is no Order to which any Company Party, or any of the assets owned or used by any Company Party, is subject, (ii) no Seller is subject to any Order that relates to the Company Business of or any of the assets owned or used by any Company Party.

Litigation and Orders. (a) Except as set forth on Schedule 4.7(a), as of the date hereof, no Action is pending or, to Seller’s Knowledge, threatened in writing (i) against or by the Company or Seller (or any Affiliate of the Company or Seller) affecting the Business Assets or the Acquired Shares; or (ii) against or by the Company or Seller (or any Affiliate of the Company or Seller) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. (b) To Seller’s Knowledge, there are no outstanding Orders or unsatisfied judgments, penalties or awards against or affecting the Company or any of its Business Assets, in each case that are material to the operation of the business of the Company.

Litigation and Orders. There is no claim or other Proceeding pending or, to the Knowledge of the Buyer, Threatened against Buyer or Buyer Subsidiary or to which Buyer or Buyer Subsidiary is a party, in each case that will affect Buyer’s or Buyer Subsidiary’s ability to consummate the Transactions. Neither Buyer nor Buyer Subsidiary is subject to any Order, in each case that will affect Buyer’s or Buyer Subsidiary’s ability to consummate the Transactions.

Litigation and Orders. Except for Company Existing Actions, Company Third Party Claims and Company Inactive Enforcement Matters, or as set forth on Schedule 2.7(d), to the Knowledge of Seller (a) there is no claim, arbitration, action, suit or proceeding pending against (i) the Company, or (ii) Seller that alleges infringement by or non-enforceability of, or directly relates to, the Palm Marks, or (iii) threatened against Seller or the Company that alleges infringement by or non-enforceability of, or directly relates to, the Palm Marks, and (b) there is no grievance or investigation pending or threatened, in each case by or before any Governmental Entity or arbitration tribunal against Seller or the Company that alleges infringement by or non-enforceability of, or directly relates to, the Palm Marks. To the Knowledge of Seller, neither Seller nor the Company is in violation of, or default under, any judgment, order, injunction, writ or decree of any Governmental Entity or arbitration tribunal applicable to Seller or the Company that directly relates to or directly imposes any restriction on the use of the Palm Marks, nor to the Knowledge of Seller has Seller or the Company received any written notice of any material violation of, or default under, any such judgment, order, injunction, writ or decree. There are no oral or written settlement agreements entered into by Seller or, to the Knowledge of Seller, by the Company, which settle any claim that alleges infringement by, or non-enforceability of, or directly relates to, the Palm Marks.

Litigation and Orders. (a) As of the date hereof, there is no material Action of any nature pending, or to the Knowledge of Parent, threatened, against Parent or any of its direct or indirect subsidiaries, their respective properties and assets (tangible or intangible) or any of their respective officers or directors (solely in their capacities as such). (b) No Governmental Entity has at any time challenged the legal right of Parent or any of its direct or indirect subsidiaries to conduct their respective operations as presently or previously conducted. (c) Neither Parent nor any of its direct or indirect Subsidiaries is subject to any outstanding Order.