Litigation; Violation of Law. There are no claims, actions, suits or proceedings or investigations pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, nor is the Company or any of its subsidiaries subject to any order, judgment, writ, injunction, decree, determination or award, except in either case for matters which, in the aggregate, do not have a Material Adverse Effect or would not prevent or delay the Company's ability to consummate the transactions contemplated hereby.
Litigation; Violation of Law. (a) There are no claims, actions, suits or proceedings or investigations pending or, to the best knowledge of the Company, threatened against the Company or any of its subsidiaries, nor is the Company or any of its subsidiaries subject to any order, judgment, writ, injunction or decree, except in either case for matters which would not have a Material Adverse Effect or materially impair the ability of the Company to consummate the Merger, and as of the date of this Agreement there are no such matters involving a contingent liability, within the meaning of that term in Financial Accounting Standards Bulletin No. 5, of more than $20,000,000.
(b) To the best knowledge of the Company, the businesses of the Company and its subsidiaries are not being conducted in violation of any applicable law, ordinance, rule, regulation, decree or order of any court or governmental entity, except for violations which do not have a Material Adverse Effect.
Litigation; Violation of Law. (a) There are no judicial, ---------------------------- arbitral or administrative actions, proceedings, investigations or audits (including, but not limited to, any audits or investigations referred to in Section 5.9(b) hereof) pending or, to Seller's knowledge, threatened that question the validity of this Agreement or any action taken or to be taken by Seller in connection with this Agreement or any of the Ancillary Agreements, or which, if adversely determined, would have a Material Adverse Effect upon Seller's ability to enter into or perform its obligations under this Agreement.
(b) Except as set forth on Schedule 5.9 or 5.13: (1) there are no suits, actions, or legal, administrative, arbitration or other proceedings or governmental investigations or audits with respect to the Business, including, without limitation, any thereof related to any Government Contract or other Contract to which Seller is a party or by which it is bound and which relates to or involves the Business, pending or, to Seller's knowledge, threatened, (2) there are no orders, injunctions or decrees outstanding against Seller related to any Government Contract or other Contract involving the Business or pursuant to which Seller is performing services or supplying goods, (3) there are no internal, or to Seller's knowledge, outside investigations (other than routine audits under Governmental Contracts) of Seller which relate to the Business concerning any actual or potential liabilities which relate to Government Contracts or other Contracts or with respect to which voluntary disclosure may be necessary under the Defense Industry Initiatives, and (4) Seller has no knowledge of any claim or claims, whether asserted or unasserted, or other assertion of liability against Seller which relates to the Business and in each case, (A) in which relief other than, or in addition to, money damages from Seller is sought, or (B) in which recovery of money damages from Seller in an amount (individually or in the aggregate for all such claims and assertions of liability) in excess of $100,000 is sought.
(c) Except as set forth in Schedule 5.9 or 5.13, Seller has not received any notice of violation of, and Seller is not in violation of, any applicable federal, state, local or foreign law, statute, ordinance, order, rule or regulation, or judgment entered by any federal, state, local or foreign court or governmental authority, relating in each case to the operation, conduct or ownership of the prop...
Litigation; Violation of Law. Except as set forth in Schedule 5.6 annexed hereto, there are no Proceedings (whether or not purportedly on behalf of Borrower or any of its Subsidiaries) at law or in equity, or before or by any court or other Government Authority (including any Environmental Claims) that are pending or, to the knowledge of Borrower, threatened against or affecting Borrower or any of its Subsidiaries or any property of Borrower or any of its Subsidiaries and that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither Borrower nor any of its Subsidiaries (i) is in violation of any applicable laws (including Environmental Laws), which violation, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or (ii) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or other Government Authority, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
Litigation; Violation of Law. As of the Closing, (i) no ---------------------------- litigation or proceeding shall be threatened or pending against Visigenic for the purpose or with the probable effect of enjoining or preventing the consummation of any of the transactions contemplated by this Agreement and (ii) the consummation of the transactions contemplated by this Agreement shall not result in a material violation of any applicable federal or state law or regulation.
Litigation; Violation of Law. (a) There are no claims, actions, suits or proceedings or investigations pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, nor is the Company or any of its subsidiaries subject to any order, judgment, writ, injunction, decree, determination or award, except in either case for matters which, in the aggregate, do not have a Material Adverse Effect or would not prevent or delay the Company's ability to consummate the transactions contemplated hereby.
(b) To the knowledge of the Company, the businesses of the Company and its subsidiaries are not being conducted in violation of any applicable law, ordinance, rule, regulation, decree or order of any court or governmental entity, except for violations which, in the aggregate, do not have a Material Adverse Effect.
