Common use of No Litigation or Consents Clause in Contracts

No Litigation or Consents. There is no Action pending or, to the Knowledge of Buyer, threatened against or affecting Buyers or any of their affiliates, and no Buyer nor any of its affiliates has received written notice with respect thereto, relating to this Agreement, the Ancillary Agreements, or any of the documents, certificates and instruments contemplated hereby or thereby to which a Buyer is a party or the transactions contemplated herein or therein which, individually or in the aggregate, would reasonably be expected to materially and adversely impair such Buyer’s ability to consummate the transactions contemplated by this Agreement. There are no settlement agreements or similar written agreements with any Governmental Authority, and there are no outstanding orders, judgments, stipulations, decrees, injunctions, determinations or awards issued by any Governmental Authority against or affecting Buyers or any of their affiliates relating to this Agreement, the Ancillary Agreements, or any of the documents, certificates and instruments contemplated hereby or thereby to which a Buyer is a party or the transactions contemplated herein or therein which, individually or in the aggregate, would reasonably be expected to materially and adversely impair such Buyer’s ability to consummate the transactions contemplated by this Agreement. Except for the Permits necessary for the operation of the Business by Buyers post-Closing and as provided on Schedule 5.4, no material consent of or notice to any other Person and no material consent, license, Permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority or other Person is required by any Buyer or any of its affiliates in connection with the execution, delivery, performance, validity or enforceability of this Agreement, the Ancillary Agreements, or any of the documents, certificates and instruments contemplated hereby or thereby to which such Buyer is a party or the transactions contemplated herein or therein.

No Litigation or Consents. There Except as set forth on Schedule 4.5(i), as of the date hereof, there is no Action pending or, to the Knowledge of BuyerSeller or Parent, threatened against Seller or affecting Buyers Parent or any of their respective affiliates, and no Buyer nor none of Seller, Parent or any of its their respective affiliates has received written notice with respect thereto, (a) relating to this Agreement, the Ancillary Agreements, or any of the documents, certificates and instruments contemplated hereby or thereby to which a Buyer Seller or Parent is a party or the transactions contemplated herein or therein whichor (b) relating to the Purchased Assets, individually the Assumed Liabilities, or in the aggregate, would reasonably be expected to materially and adversely impair such Buyer’s ability to consummate the transactions contemplated by this AgreementBusiness. There are no settlement agreements or similar written agreements with any Governmental Authority, and there are no outstanding orders, judgments, stipulations, decrees, injunctions, determinations or awards issued by any Governmental Authority against or affecting Buyers Seller, Parent or any of their respective affiliates (a) relating to this Agreement, the Ancillary Agreements, or any of the documents, certificates and instruments contemplated hereby or thereby to which a Buyer Seller or Parent is a party or the transactions contemplated herein or therein whichor (b) relating to the Purchased Assets, individually the Assumed Liabilities, or in the aggregate, would reasonably be expected to materially and adversely impair such Buyer’s ability to consummate the transactions contemplated by this AgreementBusiness. Except for the Permits necessary for the operation of the Business by Buyers post-Closing and as provided set forth on Schedule 5.44.5(ii), no material consent Consent of or notice to any other Person and no material consentConsent, license, Permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority or other Person is required by any Buyer Seller, Parent or any of its their respective affiliates in connection with the execution, delivery, performance, validity or enforceability of this Agreement, the Ancillary Agreements, or any of the documents, certificates and instruments contemplated hereby or thereby to which such Buyer Seller is a party or the transactions contemplated herein or therein.