Proceedings; Governmental Orders Sample Clauses

Proceedings; Governmental Orders. (a) No claims or Proceedings have been commenced or are pending or, to the Knowledge of the Seller that relate directly to the Business, have been threatened against the Seller or that challenge or could reasonably be expected to prevent or delay the consummation of the transactions contemplated by this Agreement. To the Knowledge of the Seller, no circumstance exists that is reasonably likely to give rise to any such claim or Proceeding. (b) There are no outstanding orders, injunctions or, decrees of any Governmental Authority, and there are no settlement agreements with any Person, that (i) restrict the ownership, disposition or use of the Purchased Assets or the conduct of the Business as currently operated, or (ii) could reasonably be expected to prevent or delay the consummation of the transactions contemplated by, or affect the enforceability of, this Agreement.

Proceedings; Governmental Orders. (a) Except as set forth in Schedule 3.09(a), there are no Actions pending or, to the Company’s knowledge, threatened (i) against or by the Company affecting any of its properties or assets; or (ii) against or by the Company, or to the Company’s knowledge by any Seller or any affiliate of any Seller, that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding governmental orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

Proceedings; Governmental Orders. (a) Except as set forth on Schedule 3.9(a), there is no pending Proceeding: (i) that has been commenced by or against any Acquired Company, its properties or other assets, or otherwise relates to or may affect an Acquired Company; (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions; or (iii) that is in respect of any Permit. To the Knowledge of IRP GP and Resource Partners, other than as set forth on Schedule 3.9(a), (1) no such Proceeding has been threatened (whether orally or in writing), and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Resource Partners has delivered to Buyer copies of all pleadings, non-privileged correspondence, and other non-privileged documents relating to each Proceeding listed on Schedule 3.9(a). Except as set forth on Schedule 3.9(a), none of such Proceedings, if adversely determined, would reasonably be expected to involve, individually or in the aggregate, an award of damages in excess of $250,000. (b) Except as set forth on Schedule 3.9(b): (i) there is no Governmental Order relating to any Acquired Company or that any Acquired Company is subject to; (ii) no Related Person of any Acquired Company is subject to any Governmental Order that would impair or prevent the Consummated Transaction or that would impair or to the Knowledge of IRP GP and Resource Partners prevent Buyer’s use, conduct or activity relating to the performance of the business of the Acquired Companies after Closing in substantially the same manner as the Acquired Companies have conducted such business prior to Closing; (iii) each Acquired Company is and at all times has been in full compliance with all of the terms and requirements of each Governmental Order to which it has been subject, and no event or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any Governmental Order to which any Acquired Company is subject; and (iv) no Acquired Company has received any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Governmental Order to which any Acquired Company is bound. (c) Except as set forth in Schedu...

Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a) of the Disclosure Schedules, there are no Actions pending or, to Sellers’ Knowledge, threatened against or by any Seller (i) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, or (ii) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement or any of the other Transaction Agreements. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.16(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business or the Purchased Assets.

Proceedings; Governmental Orders. 11 2.15 Authority; Binding Nature of Agreements....................12 2.16 Non-Contravention; Consents................................12 2.17 Brokers....................................................13 2.18 Investor Status............................................13

Proceedings; Governmental Orders. (a) Except as set forth in Section 4.16(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) Except as set forth in Section 4.16(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business. Seller is in compliance with the terms of each Governmental Order set forth in Section 4.16(b) of the Disclosure Schedules. No event has occurred, or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.

Proceedings; Governmental Orders. (a) There are no actions, suits, claims, investigations or other legal proceedings pending or, to Seller’s Knowledge, threatened against or by Seller relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Business or the Purchased Assets.

Proceedings; Governmental Orders. (a) There are no Actions pending or, to the knowledge of the Active Shareholders, threatened against the Corporation. (b) There are no outstanding Governmental Orders and no judgments, penalties or awards against or affecting the Corporation or any of its Assets. No events or circumstances have arisen that may constitute or result in a violation of any Governmental Order.

Proceedings; Governmental Orders. There: (a) is no Action pending or, to Vendor's Knowledge, threatened against or by: (i) the Corporation affecting any of its Assets (or by or against Vendor and relating to the Corporation); (ii) against any current or former director, officer or employee of the Corporation with respect to which the Corporation has, or is reasonably likely to have, an indemnification obligation; or (iii) the Corporation or Vendor that challenges or seeks to prevent, enjoin or otherwise delay the Transactions, and no event has occurred or circumstances exist that could reasonably be expected to give rise to, or serve as a basis for, any such Action; and (b) are no outstanding Governmental Orders against or affecting the Corporation or any of its Assets.