Litigation, Proceedings and Applicable Law. There are no Actions, suits, investigations or proceedings, at law or in equity or before or by any governmental authority or instrumentality or before any arbitrator of any kind, pending or, to Seller's Knowledge, threatened (a) against Seller which, if determined adversely against Seller, would have a material adverse effect on Seller's or Buyer's ability to use the Intellectual Property in the manner in which it is now being used by Seller, or (b) seeking to delay or enjoin the consummation of the transactions contemplated hereby. To the Knowledge of Seller, there are no outstanding orders, decrees or stipulations issued by any federal, state, local or foreign, judicial or administrative authority in any proceeding to which Seller is or was a party relating to the Acquired Assets.
Litigation, Proceedings and Applicable Law. Except as set forth in Schedule 2.11 hereto, there are no private or governmental actions, suits or other proceedings pending against Seller, related to the Center or the Assets, and no action, suit or other proceeding described in such Schedule 2.11 is reasonably expected to have (in any case or in the aggregate) a materially adverse effect on the Center or the Assets.
Litigation, Proceedings and Applicable Law. There are no Actions, ------------------------------------------ suits, investigations or proceedings, at law or in equity or before or by any governmental authority or instrumentality or before any arbitrator of any kind, pending or, to Seller's knowledge, threatened (a) against Seller which, if determined adversely against Seller, would have a Material Adverse Effect or (b) seeking to delay or enjoin the consummation of the transactions contemplated hereby. To the knowledge of Seller, there are no outstanding orders, decrees or stipulations issued by any federal, state, local or foreign, judicial or administrative authority in any proceeding to which Seller is or was a party relating to the Assets or the Business.
Litigation, Proceedings and Applicable Law. Except as set forth in Section 3.14 of the Disclosure Schedule, there is no action, investigation, suit or other proceeding pending or, to the knowledge of the Company or the Company Stockholders, threatened against or affecting the Company or any properties or assets of the Company or before any court, other Governmental Entity or arbitrator which is material or which could reasonably be expected to prevent or substantially delay consummation of the Merger or any of the other transactions contemplated hereby, or otherwise prevent the Company from performing its obligations under this Agreement. Except as set forth in Section 3.14 of the Disclosure Schedule, the Company is not in default with respect to any judgment, order, writ, injunction or decree of any court or Governmental Entity. Except as set forth in Section 3.14 of the Disclosure Schedule, there is no outstanding order, ruling, decree, judgment or stipulation by or with any court, administrative agency, arbitration panel or other similar authority to which the Company is subject, which adversely affects or could adversely affect (i) the property, assets, business, condition (financial or otherwise), results of operations or prospects of the Company or (ii) the ability of the Company to perform its obligations under this Agreement.
Litigation, Proceedings and Applicable Law. There is no action, investigation, suit or other proceeding (including arbitration proceedings) (“Proceedings”) pending or threatened against Dourave or the Subsidiary. Neither Dourave nor the Subsidiary is in default with respect to any judgment, order, writ, injunction or decree of any court, governmental agency, commission, board, bureau, agency or instrumentality. Neither Dourave nor the Subsidiary is subject to outstanding order, ruling, decree, judgment or stipulation by or with any court, administrative agency, arbitration panel or other similar authority.
Litigation, Proceedings and Applicable Law. Except as set forth on Schedule 4.7 hereto, there are no claims, actions, suits or proceedings pending or, to the Knowledge of Seller, threatened, against or affecting the Business which would have, individually or in the aggregate, an adverse effect on the Business or the Assets or impair Seller's ability to consummate the transactions contemplated hereby, or which question or challenge the validity of this Agreement or any actions to be taken by Seller hereunder or in connection with any of the transactions contemplated hereby. Except as set forth on Schedule 4.7 hereto, Seller is not subject to any judgment, order, writ, injunction or
Litigation, Proceedings and Applicable Law. There is no action, investigation, suit or other proceeding (including arbitration proceedings) pending or, to the Knowledge of SAL, xhreatened against SAL. XAL xx not in default with respect to any judgment, order, writ, injunction or decree of any court, governmental agency, commission, board, bureau, agency or instrumentality. SAL xx subject to no outstanding order, ruling, decree, judgment or stipulation by or with any court, administrative agency, arbitration panel or other similar authority.
Litigation, Proceedings and Applicable Law. Except as set forth in Section 4.14 of Cell-Matrix Disclosure Schedule, there is no action, suit or other proceeding pending or threatened against Cell-Matrix. Except as set forth in Section 4.14 of Cell-Matrix Disclosure Schedule, to the Knowledge of Cell-Matrix, there is no investigation pending or threatened against Cell-Matrix. Cell-Matrix is not in default with respect to any judgment, order, writ, injunction or decree of any court or governmental agency. Cell-Matrix is subject to no outstanding order, ruling, decree, judgment or stipulation by or with any court, administrative agency, arbitration panel or other similar authority.
Litigation, Proceedings and Applicable Law. There are no material ------------------------------------------ actions, suits or proceedings pending or threatened, against or affecting any of the Assets or the consummation of the transactions contemplated hereby, at law or in equity or before or by any governmental authority or instrumentality or before any arbitrator of any kind, and there is no valid basis for any such action, proceeding or investigation. Buyer is assuming no liability with respect to any such action, suit or proceeding arising out of transactions, acts or omissions occurring prior to the Closing Date. No such action, suit or proceeding will have a material adverse effect on the Assets or the condition (financial or otherwise), business, operations, properties, assets, prospects, technology or relations with customers, suppliers, distributors or employees of Buyer as a result of the purchase of the Assets. There are no product liability, warranty or similar claims, actions, litigation or other proceedings relating to the Assets or products manufactured or sold, or services rendered, by the Seller relating to the Assets which involve any claim for injunctive relief (whether temporary or permanent) and which have arisen within three (3) years prior to the date hereof.
Litigation, Proceedings and Applicable Law. There are no Actions, suits, investigations or proceedings, at law or in equity or before or by any governmental authority or instrumentality or before any arbitrator of any kind, pending or, to Seller's Knowledge, threatened (a) against Seller which, if determined adversely against Seller, would have a material adverse effect on Seller's or Buyer's ability to use the Intellectual Property in the manner in which it is now being used by Seller or (b) seeking to delay or enjoin the consummation of the transactions contemplated hereby, except as listed on Schedule 4.4. There are no outstanding orders, decrees or stipulations issued by any federal, state, local or foreign, judicial or administrative authority in any proceeding to which Seller is or was a party relating to the Software Assets.
