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.
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.
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.
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. 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 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. (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.
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.
Proceedings; Judgments. There is no Proceeding pending or, to the Knowledge of such Seller, threatened against or affecting such Seller, or outstanding Judgment against or affecting such Seller, that (a) may give rise to any legal restraint on or prohibition against or cause any delay of the Contemplated Transactions or that would reasonably be expected to impair the ability of Seller to perform his or its obligations under this Agreement or (b) challenges such Seller’s ownership of the Company.
Proceedings; Judgments. (a) There is no Proceeding pending or to, the Knowledge of Sellers, threatened, against any Company Entity or, to the Knowledge of Sellers, any officer, manager or director thereof, in his capacity as an officer, manager or director. To the Knowledge of Sellers, 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 Proceeding that, individually or in the aggregate, has had or could have a Material Adverse Effect. There is no outstanding Judgment (a) to which any Company Entity is a party or subject to or that adversely affects any Company Entity, their properties (including the Leased Real Property) or assets or (b) that prohibits or impairs the consummation of the Contemplated Transactions. There is no Proceeding currently pending that was initiated by any Company Entity against any other Person or which any Company Entity intends to initiate against any other Person.
