Orders and Actions. There are no (i) outstanding Orders against Buyer or (ii) Actions pending or, to the knowledge of Buyer, threatened against Buyer, in each case, which are reasonably likely to have a material adverse effect on the results of operations and financial condition of Buyer or impair the ability of Buyer to perform its obligations under this Agreement.
Orders and Actions. 18 5.16 Dynacs Material Contracts .......................................18 5.17
Orders and Actions. There are no outstanding Orders against or involving Cerulean. There are no Actions (whether or not the defense of the Action or liabilities in respect of the Action are covered by insurance) pending or, to the knowledge of Cerulean and Burnx, xxreatened against or involving or affecting Cerulean or any of its assets or properties which seek to invalidate the Contemplated Transactions or to recover any Damages or to obtain any other relief as a result of this Agreement or the Contemplated Transactions, or which, individually or in the aggregate, could have a material adverse effect upon the Condition of Cerulean or upon the consummation of the Contemplated Transactions. To the knowledge of Cerulean and Burnx, xxere is no fact, event or circumstance that may give rise to any Action described in the immediately preceding sentence. All notices required to have been given to any insurance company listed as insuring against any Action have been timely and duly given and no insurance company has asserted, orally or in writing, that any Action is not covered by the applicable policy relating to the Action. There are no Actions pending or, to the knowledge of Cerulean and Burnx, xxreatened that would give rise to any right of indemnification on the part of any Member or officer of Cerulean or the heirs, executors or administrators of a Member or officer of Cerulean against Cerulean or any successor to the business of Cerulean.
Orders and Actions. There are no outstanding Orders against or involving Dynacs or any of its Subsidiaries. There are no Actions (whether or not the defense of the Action or liabilities in respect of the Action are covered by insurance) pending or, to the knowledge of Dynacs, threatened, against or involving or affecting Dynacs or any of its Subsidiaries or any of their respective assets or properties which seek to invalidate the Contemplated Transactions or to recover any Damages or to obtain any other relief as a result of this Agreement or the Contemplated Transactions, or which, individually or in the aggregate, could have a material adverse effect upon the Condition of Dynacs or upon the consummation of the Contemplated Transactions. To the knowledge of Dynacs, there is no fact, event or circumstance that may give rise to any Action described in the immediately preceding sentence. All notices required to have been given to any insurance company listed as insuring against any Action have been timely and duly given and no insurance company has asserted, orally or in writing, that any Action is not covered by the applicable policy relating to the Action. There are no Actions pending or, to the knowledge of Dynacs, threatened, that would give rise to any right of indemnification on the part of any director or officer of Dynacs or any of its Subsidiaries or the heirs, executors or administrators of a director or officer of Dynacs or any of its Subsidiaries, against Dynacs or any of its Subsidiaries or any successor to the business of Dynacs or any of its Subsidiaries.
Orders and Actions. There is no Order or Action pending or, to the Knowledge of Buyer, threatened against Buyer that (i) questions the validity of this Agreement or any Related Agreement or any action taken or to be taken by Buyer in connection herewith or therewith or (ii) enjoins or seeks to enjoin the consummation of the Transactions. To the Knowledge of Buyer, no event has occurred or circumstance exists that is reasonably expected to give rise to or serve as a basis for the issuance of any such Order or the commencement of any such Action against Buyer.
Orders and Actions. Except as set forth on Schedule 5.6, there are no (i) outstanding Orders against Seller or (ii) Actions pending or, to the knowledge of Seller, threatened against Seller, which are reasonably likely to have a material adverse effect on the value or use of the Acquired Assets, as a whole, or impair the ability of Seller to perform its obligations under this Agreement.
Orders and Actions. Except as set forth in Section 3.10 of the Company Disclosure Schedule, there are no outstanding rulings, orders, judgments, injunctions, awards or decrees of any Governmental Entity or, to the Knowledge of the Company, investigations by any Governmental Entity, against or involving the Company or any of its Subsidiaries, or any of its or their properties, assets or business that has or would reasonably be expected to be materially adverse to the Company. Except as set forth in Section 3.10 of the Company Disclosure Schedule, there are no actions, suits or claims or legal, administrative or arbitration proceedings or investigations pending or, to the Knowledge of the Company, threatened against or involving the Company, any of its Subsidiaries, any present or former officer, director or employee of the Company or any of its Subsidiaries in their respective capacities as such or any Person for whom the Company or any of its Subsidiaries may be liable or any of their respective properties before (or, in the case of threatened actions, suits, investigations or proceedings, which would be before) any Governmental Entity that has or would reasonably be expected to be materially adverse to the Company. As of the date of this Agreement, there are no actions, suits, or other litigation, legal or administrative proceedings or governmental investigations relating to the Transactions that are pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of its or their properties, assets or business.
Orders and Actions. Except as set forth in Section 3.10 of the Company Letter, there are no outstanding rulings, orders, judgments, injunctions, awards or decrees of any Governmental Entity or, to the Knowledge of the Company, investigations by any Governmental Entity, against or involving the Company or any of its Subsidiaries, or any of its or their properties, assets or business or any Company Plan that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or materially impair the ability of the Company to consummate the Merger. Except as set forth in Section 3.10 of the Company Letter, there are no actions, suits or claims or legal, administrative or arbitration proceedings or investigations pending or, to the Knowledge of the Company, threatened against or involving the Company, any of its Subsidiaries, any present or former officer, director or employee of the Company or any of its Subsidiaries in their respective capacities as such or any Person for whom the Company or any of its Subsidiaries may be liable or any of their respective properties before (or, in the case of threatened actions, suits, investigations or proceedings, which would be before) any Governmental Entity, that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or that seeks to prevent, enjoin, alter or materially delay the Merger or any of the other Transactions or otherwise would reasonably be expected to materially impair the ability of the Company to consummate the Merger. As of the date of this Agreement, there are no actions, suits, or other litigation, legal or administrative proceedings or governmental investigations pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of its or their properties, assets or business, in each case relating to the Transactions. For purposes of this Agreement, “Knowledge of the Company” means the knowledge of the individuals identified on Section 3.10 of the Company Letter upon due inquiry.
Orders and Actions. 17 4.14 Taxes....................................................................................... 17 4.15 Environmental............................................................................... 18 4.16 Insurance................................................................................... 20 4.17 Title to Assets; Sufficiency of Assets...................................................... 20 4.18
Orders and Actions. 26 5.7 Buyer's Financing........................................................................... 26 5.8 Brokerage................................................................................... 26
