Litigation; Other Claims. (a) There are no claims, actions, suits, inquiries, proceedings, or investigations against Seller, or any of its officers, directors or shareholders, relating to the Business, the Purchased Assets or Seller's employees which are currently pending or threatened, at law or in equity or before or by any Governmental Entity, or which challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated hereby, nor is Seller aware of any basis for such claims, actions, suits, inquiries, proceedings, or investigations; and no Governmental Entity has at any time challenged or questioned the legal right of Seller to manufacture, offer or sell any of its products or services in the present manner or style thereof.
(b) There are no grievance or arbitration proceedings pending or threatened, and there are no actual or threatened strikes or work stoppages with respect to the Business, the Purchased Assets or Seller's employees, nor is Seller aware of any basis for such proceedings or events.
Litigation; Other Claims. (a) There are no claims, actions, suits, inquiries, proceedings, or investigations against Seller, or any of its officers, directors or shareholders, relating to the Purchased Assets or the Licensed Intellectual Property which are pending or, to the Knowledge of Seller, threatened, at law or in equity or before or by any Governmental Entity that could reasonably be expected to result either individually or in the aggregate, in a Material Adverse Effect on the manufacture and sale of the Products, or which challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated hereby and no Governmental Entity has at any time challenged or questioned the legal right of Seller to manufacture, offer or sell any of its products or services in the present manner or style thereof.
(b) There are no grievance or arbitration proceedings pending or, to the Knowledge of Seller, threatened, and there are no actual or, to the Knowledge of Seller, threatened strikes or work stoppages with respect to the Purchased Assets, nor is Seller aware of any basis for such proceedings or events.
Litigation; Other Claims. (a) Other than as disclosed on Schedule 2.14(a), there are no claims, actions, suits, inquiries, proceedings or investigations against any member of the Seller Group or any Affiliate of Sellers that relate to the Business, the Employees, any of the Assets or any of the Protrader Claims or that could materially and adversely affect the ability of any member of the Seller Group to consummate the transactions contemplated hereby that are currently pending or, to the Knowledge of any member of the Seller Group, threatened, at law or in equity or before or by any Authority, including claims by current or former employees or inquiries or audits by the Internal Revenue Service, the Department of Labor or the Occupational Safety and Health Administration.
(b) There are no grievance, mediation or arbitration proceedings or work stoppages pending, or to the Knowledge of Sellers, threatened by any Transferred Employee.
Litigation; Other Claims. Except as set forth on Schedule 3.6 hereto, there are no claims, actions, suits, inquiries, proceedings, or investigations against any member of the Buyer Group that could materially and adversely affect the ability of any such Person to consummate the transactions contemplated hereby that are currently pending or, to the knowledge of each member of the Buyer Group, threatened, at law or in equity or before or by any Authority.
Litigation; Other Claims. There are no claims, actions, suits, inquires, proceedings, or investigations against InfoPak relating to the MLS Business conducted with the Assets, which are currently pending or, to InfoPak'S knowledge, threatened, at law or in equity or before or by any governmental entity.
Litigation; Other Claims. There are no claims, actions, suits, inquiries, Proceedings, or investigations against Buyer that could materially and adversely affect the ability of Buyer to consummate the transactions contemplated hereby that are currently pending or, to Bxxxx’s best knowledge, threatened, at law or in equity or before or by any Authority.
Litigation; Other Claims. There are no Proceedings against any Seller relating to any of the Assets, the Product or the Program that are currently pending or, to the knowledge of any Seller, threatened at law or in equity before or by any Governmental Entity, or that challenge or seek to prevent, make illegal, enjoin, alter, delay or otherwise interfere with any of the transactions contemplated hereby or by the Operative Documents. To the knowledge of the Sellers, no event has occurred and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. There is no Order to which any of the Assets, the Product or the Program is subject. No Seller is in default under or with respect to any Order of any court or any Governmental Entity. To the knowledge of each Seller, there is no proposed Order that, if issued or otherwise put into effect, (a) would have an Asset Material Adverse Effect, a Program Material Adverse Effect or a material adverse effect on the ability of the Sellers to perform any covenant or obligation under this Agreement or the Operative Documents, or (b) would have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement and the Operative Documents.
Litigation; Other Claims. (a) Except as set forth in Schedule 3.12(f), there are no claims, actions, suits, inquiries, Proceedings or investigations pending or, to Seller’s Knowledge, threatened against Seller or any Affiliate thereof that relate to the Business, the Business Employees or any of the Transferred Assets or that could reasonably be expected to materially and adversely affect the ability of Seller to consummate the transactions contemplated, whether at law or in equity or before or by any Authority.
(b) There are no grievance, mediation or arbitration Proceedings pending, or to the Seller’s Knowledge, threatened with respect to the Business, any Business Employee or any of the Transferred Assets.
Litigation; Other Claims. 4.15.1. There are no claims, actions, suits, inquiries, proceedings, or investigations against Seller, or any of their respective officers, directors or stockholders, relating to the Business or the Purchased Assets which are currently pending or, to the Knowledge of Seller, threatened against Seller, at Law or in equity or before or by any Governmental Entity, or which challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated hereby, nor, to the Knowledge of Seller, is there any basis for such claims, actions, suits, inquiries, proceedings, or investigations; and, to the Knowledge of Seller, no Governmental Entity has at any time challenged or questioned the legal right of Seller to offer or sell any of the products or services currently offered by it in connection with the Business; in each such case, other than claims, actions, suits, inquiries, proceedings, investigations, or challenges that target the gaming or poker industries, or any subset thereof, generally and that are not particular to Seller, the Business and the manner in which Seller conducts the Business and other than as set forth in Section 4.15.1 of the Seller Disclosure Schedule. It is specifically represented that Seller has conducted its subscription model gaming business based on its good faith interpretation of legal advice obtained in each relevant jurisdiction.
4.15.2. There are no grievance or arbitration proceedings pending or, to the Knowledge of Seller, threatened, and there are no actual or, to the Knowledge of Seller, threatened strikes or work stoppages with respect to the Business, the Purchased Assets or its employees.
Litigation; Other Claims. Except as set forth in Schedule 4.13:
(a) There are no claims, actions, suits, inquiries, proceedings, arbitration proceedings, or investigations (collectively "Actions") against Seller, or with respect to any of its officers, directors, shareholders or Registered Representatives, any Actions related to the business of Seller, seeking monetary or other damages, which are currently pending or, to Seller's Knowledge, threatened, at law or in equity or before or by any Governmental Entity, or which challenge or seek to prevent, enjoin, alter or materially delay any of the transactions contemplated hereby, nor is Seller aware of any basis for such claims, actions, suits, inquiries, proceedings, or investigations. There are no unresolved customer complaints or actions related to any of the Accounts, nor are there any customer complaints or actions that are currently pending or, to Seller's Knowledge, threatened, and Seller is not aware of any basis for such complaints or actions, other than those listed in Schedule 4.13. Seller has prepared Schedule 4.13 which shall include a list of customer complaints with respect to Accepted Representatives within the thirty-six (36) months prior to the Closing Date, along with the details and a brief description thereof. Seller further will provide an updated Schedule 4.13 list at Closing.
(b) No Governmental Entity has issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement.
