Proceedings; Judgments. (a) Section 4.13(a) of the Disclosure Schedule sets forth any Proceeding pending, or to the Knowledge of Sellers, threatened, against the Company or otherwise affecting the Company or its assets. Except as set forth on Section 4.13(a) of the Disclosure Schedule, to the Knowledge of any Seller, no facts or circumstances exist that would reasonably be expected to give rise to any other material Proceeding.
(b) There is no outstanding Judgment to which Sellers, Gaiam Travel Parent or the Company is a party or subject which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of any Seller or Gaiam Travel Parent to enter into or perform its respective obligations under this Agreement or any Collateral Agreement or that otherwise would reasonably be expected to prohibit, delay or impair the consummation of the Contemplated Transactions. Neither the Company nor any property or asset of the Company is subject to any outstanding Judgment, or, to the Knowledge of any Seller, any continuing investigation by, any Governmental Entity.
Proceedings; Judgments. There are no Proceedings pending or, to the Knowledge of the Sellers, threatened by or against any Seller or any of its Affiliates with respect to the Business, the Purchased Assets or the Assumed Liabilities. Neither Seller nor any of their respective Affiliates is subject to any outstanding Judgment of any Governmental Entity with respect to the Business, the Purchased Assets or the Assumed Liabilities. To the Knowledge of the Sellers, no Business Employee is subject to any Judgment that prohibits such Business Employee from engaging in such Business Employee’s current activities as an employee relating to the Business.
Proceedings; Judgments. (a) Section 5.14(a) of the Disclosure Schedule sets forth an accurate and complete list of all Proceedings before or against any Governmental Entity or any other Person pending or threatened (in writing) against any Brand Company, or any properties, assets, rights, officers or directors (in such capacity as officers or directors) of such Brand Company.
(b) There is no outstanding Judgment to which any Brand Company is a party or subject (i) that materially and adversely affects any Brand Company, its properties, assets, business, or operations, (ii) that has had or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (iii) that prohibits or impairs, or could prohibit or impair, the consummation of the Contemplated Transactions.
(c) As of the date hereof, to the Knowledge of Seller, there is no valid basis for any action, proceeding or investigation of the type described in the foregoing clauses (a) or (b).
Proceedings; Judgments. (a) Except as set forth in Section 5.15 of the Disclosure Schedule, no Company or the Seller in regard to the Entertainment Media Business, or the assets or liabilities of any of them, is subject to any Proceeding pending, or to the Knowledge of Seller, threatened against such Company or the Seller in regard to the Entertainment Media Business.
(b) There is no outstanding Judgment to which any Company or the Seller regarding the Entertainment Media Business, or the assets or liabilities of any of them, is a party or subject.
Proceedings; Judgments. Except as set forth in Section 4.09 of the Disclosure Letter and except with respect to Tax matters, which are addressed in Section 4.11, and HSE Claims, which are addressed in Section 4.13(b), there are no actions, lawsuits, arbitrations, or other proceedings before any Governmental Authority (each a “Proceeding”) pending, or to Seller’s Knowledge, threatened in writing and there are no Judgments that remain unsatisfied (excluding Judgments related to HSE Laws) in either case, (i) against any Seller Company with respect to the Assets, (ii) that are binding on any Seller Company that materially and adversely affect the Assets, or (iii) that are seeking to restrain or prohibit this Agreement, the Closing Documents or any agreement, instrument or transaction contemplated hereby or thereby, or to obtain damages, a discovery order or other relief in connection with this Agreement, the Closing Documents or the Contemplated Transactions, that would reasonably be expected to have a material and adverse impact on the ability of Seller to consummate the Contemplated Transactions.
Proceedings; Judgments. There are no Proceedings pending, or to Buyer’s Knowledge, threatened in writing seeking to restrain or prohibit this Agreement, the Closing Documents or any agreement, instrument or transaction contemplated hereby or thereby, or to obtain damages, a discovery order or other relief in connection with this Agreement, the Closing Documents or the Contemplated Transactions, and there are no Judgments that remain unsatisfied that would reasonably be expected to have a material and adverse impact on the ability of Buyer to consummate the Contemplated Transactions.
Proceedings; Judgments. Schedule 3.09 sets forth a list of each pending Proceeding and, to the Knowledge of the Sellers, each Proceeding that has been threatened, against a Seller relating to any Transferred Asset or that may result, directly or indirectly, in any material liability to such Seller (with respect to any Transferred Asset) or that may adversely affect in any material respect the ability of the Sellers to consummate the Transactions. To the Knowledge of the Sellers, no Seller (with respect to any Transferred Asset) is the subject of, or in default in any material respect under, any Judgment.
Proceedings; Judgments. There is no Action pending or to, the Knowledge of the Company, threatened, against (a) the Company or (b) against any officer, manager, member, or employee of the Company in such Person’s capacity as an officer, manager, member, or employee. To the Knowledge of the Company, there has been no occurrence of any event or circumstance that would reasonably be expected to give rise to or serve as the basis for any Action. There is no outstanding Governmental Order (i) to which the Company is a party or subject to or that adversely affects the Company, its properties, assets or the Business or (ii) that prohibits or impairs the consummation of the transactions contemplated hereby. There is no Action currently pending that was initiated by the Company against any other Person or which the Company intends to initiate against any other Person.
Proceedings; Judgments. (a) Since January 1, 2020, there have not been any Proceedings (other than investigations) pending or, to the Knowledge of Seller, threatened against Seller or its Affiliates with respect to or otherwise involving or affecting the GES Business, other than any Proceeding that, if adversely determined, would not reasonably be expected to, individually or in the aggregate, be material to the GES Business, taken as a whole, or have a Seller Material Adverse Effect. To the Knowledge of Seller, since January 1, 2020, there has not been any investigation pending or threatened against Seller or its Affiliates with respect to or otherwise involving or affecting the GES Business, other than any investigation that, if adversely determined, would not reasonably be expected to, individually or in the aggregate, be material to the GES Business, taken as a whole, or have a Seller Material Adverse Effect.
(b) Except as would not reasonably be expected to be, individually or in the aggregate, material to the GES Business, taken as a whole, or have a Seller Material Adverse Effect, none of Seller nor any of its Affiliates is party to or subject to the provisions of any Judgment that applies to any of the Purchased Assets or would restrict the manner in which the GES Business is operated.
Proceedings; Judgments. (a) No Target Company is subject to any Proceeding pending, or to the Knowledge of the Company, threatened, against a Target Company, or any material property or asset of a Target Company, or any officer or director of a Target Company, in such capacity as an officer or director, nor, to the Knowledge of the Company, is there any basis for any such Proceeding. There is no Proceeding pending or, to the Knowledge of the Company, threatened seeking to prevent, hinder, modify, delay or challenge the transactions contemplated by this Agreement or the Collateral Agreements.
(b) There is no outstanding Judgment to which any Target Company is a party or subject and, to the Knowledge of the Company, no Governmental Entity has threatened an investigation (i) that materially and adversely affects such Target Company, or any of their respective properties, assets or business or (ii) that prohibits or materially impairs the consummation of the Contemplated Transactions.
(c) There is no Proceeding by any Target Company pending, or which any Target Company has commenced preparations to initiate, against any other Person.
