Proceedings; Orders. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser no Person has threatened to commence any Proceeding: (i) that involves the Purchaser or that otherwise relates to or might affect the business of the Purchaser (whether or not the Purchaser is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the Purchaser. The Purchaser has delivered to the Shareholders accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 3.10 of the Purchaser Disclosure Schedule. There is no Order to which the Purchaser, or any of the assets owned or used by the Purchaser, is subject; and the Purchaser is not subject to any Order that relates to its business or to any of the assets of its Purchaser. To the best of the knowledge of the Purchaser, no employee of the Purchaser is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectively. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser or on the ability of the Purchaser with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.
Proceedings; Orders. (a) There is no pending Proceeding and, to the Company’s Knowledge, no Person has threatened to commence any Proceeding:
(i) to which Company is a party or which directly relates to any of the assets owned or used by the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding; or
(ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding.
(b) Within the last five years, no material Proceeding has been commenced by or against the Company and, to the Company’s Knowledge, no such Proceeding has been threatened.
(c) There is no Order to which the Company, or any of the assets owned by the Company, is subject.
(d) To the Company’s Knowledge, neither the General Partner nor any officer, employee, or contractor of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s business.
(e) There is no proposed Order that, if issued or otherwise put into effect (i) would or could reasonably be expected to have a Material Adverse Effect or (ii) would otherwise have the effect of preventing, delaying, making illegal or otherwise interfering with the Acquisition.
Proceedings; Orders. 2.17.1 Except as set forth in Schedule 2.17, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (a) that involves Company or that otherwise relates to or likely would affect Company’s Business or any of the assets owned or used by Company (whether or not Company is named as a party thereto); or (b) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated hereby.
2.17.2 Except as set forth in Schedule 2.17, to the Knowledge of Company and each Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
2.17.3 Except as set forth in Schedule 2.17, and except for unemployment claims, no Proceeding has been commenced by or against Company, and no Proceeding otherwise involving or relating to Company has been pending or threatened, in the past five (5) years.
2.17.4 Company has made available to Buyer accurate and complete copies of all pleadings, correspondence and other written materials to which Company has access that relate to the Proceedings identified in Schedule 2.17.
2.17.5 There is no Order to which Company or any of the assets owned or used by Company, is subject, and no Seller is subject to any Order that relates to Company’s Business or to any of the assets owned or used by Company.
2.17.6 No officer or, to the Knowledge of Company and each Seller, employee of Company is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Company’s Business.
2.17.7 There is no proposed Order that, if issued or otherwise put into effect, (a) would have an adverse effect on Company’s business, condition, assets, liabilities, operations, financial performance, net income or prospects (or on any aspect or portion thereof) or on the ability of Company or any Seller to comply with or perform any covenant or obligation under the Agreement, or (b) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated hereby.
2.17.8 Except as disclosed in Schedule 2.17, each Proceeding listed in Schedule 2.17 is covered by existing policies of insurance up to the maximum applicable policy limit (excluding required deductibles).
2.17.9 Except as disclo...
Proceedings; Orders. Except as set forth in Part 2.22 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (a) that involves the Seller or that otherwise affects, or would reasonably be expected to affect, the Business or any of the Assets (whether or not the Seller is named as a party thereto); or (b) that challenges, or that would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 2.22 of the Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. The Seller has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Seller has access) that relate to the Proceedings identified in Part 2.22 of the Disclosure Schedule. There is no Order to which the Seller or any of the Assets is subject; and none of the Related Parties is subject to any Order that relates to the Business or to any of the Assets. To the knowledge of the Seller, no Business Employee is subject to any Order that would reasonably be expected to prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the Business. To the knowledge of the Seller, there is no proposed Order that, if issued or otherwise put into effect, (i) would reasonably be expected to have an adverse effect on the Business, the Assets, or the prospects of the Business or on the ability of the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.
Proceedings; Orders. 8 2.13 Authority; Binding Nature of Agreements............................. 8 2.14 Non-Contravention; Consents......................................... 8 2.15 Brokers............................................................. 9 2.16 Products............................................................ 9 2.17 Organic Claims...................................................... 9 2.18
Proceedings; Orders. Each Seller represents to the applicable Buyer that except as would not reasonably be expected to result in a Material Adverse Effect, and except for the pendency of the Bankruptcy Cases (and except with respect to compliance with Environmental Laws, which is covered by Section 4.15), there are no Proceedings or Governmental Orders pending against such Sale Company or such Asset Sellers or, to the Knowledge of each Seller, the JV Companies, and to the Knowledge of each Seller there are no Proceedings or Governmental Orders threatened against any of such Sale Company, such Asset Sellers or the JV Companies with respect to its applicable Business.
Proceedings; Orders. There are no Proceedings pending or, to Buyer’s Knowledge, threatened against Buyer that would prohibit, restrict or delay in any material respect the consummation of the transactions contemplated hereby. There are currently no outstanding Orders against Buyer that would prohibit, restrict or delay in any material respect the consummation of the transactions contemplated hereby.
Proceedings; Orders. (a) Except as set forth in Part 4.20(a) of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the Knowledge of Purchaser or Merger Sub, no Person has threatened since June 1, 1995 to commence any Proceeding: (i) against any Purchaser Entity or any of the assets owned or used by any Purchaser Entity or (ii) against any Purchaser Entity that challenges or that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions. Except as set forth in Part 4.20(a) of the Purchaser Disclosure Schedule, to the Knowledge of Purchaser and Merger Sub, no event has occurred, and no material claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise to or serve as a basis for the commencement of any such Proceeding.
(b) Except as set forth in Part 4.20(b) of the Purchaser Disclosure Schedule, no Proceeding has been commenced against any of the Purchaser Entities since June 1, 1995.
(c) Purchaser has identified and made available to Xxxxx accurate and complete copies of all pleadings to which the Purchaser Entities have access that relate to the Proceedings required to be identified in Parts 4.20(a) and (b) of the Purchaser Disclosure Schedule.
(d) There is no material Order to which any of the Purchaser Entities or any of the assets owned or used by any of the Purchaser Entities is subject.
(e) To the Knowledge of Purchaser and Merger Sub, no officer or employee of any of the Purchaser Entities is subject to any material Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to any Purchaser Entity's business.
(f) To the Knowledge of Purchaser and Merger Sub, there is no proposed Order that, if issued or otherwise put into effect, (i) would reasonably be expected to have a Purchaser Material Adverse Effect or (ii) would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.
Proceedings; Orders. Except as set forth on Section 4.9 of the DSKX Disclosure Schedule, there is no pending or, to DSKX’s Knowledge, threatened Proceeding (or any reasonable basis therefor) (i) that challenges the validity of this Agreement or any action taken or to be taken by the DSKX or Merger Sub in connection herewith or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, or (ii) that has been commenced by or against any member of the DSKX Group or any of their respective assets, officers or directors that would adversely affect the DSKX Group or the DSKX Business Assets. Except as set forth on Section 4.9 of the DSKX Disclosure Schedule, there is no Order to which any member of the DSKX Group, the DSKX Business or the DSKX Business Assets is subject.
Proceedings; Orders. There is no pending Proceeding against or involving the Purchaser or any Affiliate of the Purchaser, and, to the Knowledge of the Purchaser, no Person has threatened (in writing) to commence any Proceeding against or involving the Purchaser or any Affiliate of the Purchaser that challenges, or that may have the effect of preventing, materially delaying, making illegal or otherwise materially interfering with, any of the Transactions. To the Knowledge of the Purchaser, there is no Order that would reasonably be expected to have: (a) an adverse effect on the ability of the Purchaser or any Affiliate of the Purchaser to comply with or perform any material covenant or obligation under any of the Transactional Agreements; or (b) the effect of preventing, materially delaying, making illegal or otherwise materially interfering with any of the Transactions.
