Common use of Proceedings; Orders Clause in Contracts

Proceedings; Orders. Except as set forth in Part 2.16 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Purchased Assets (whether or not the Seller 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 2.16 of the Disclosure Schedule, to Seller’s Knowledge 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 2.16 of the Disclosure Schedule, no Proceeding has been commenced by or against the Seller during the 12 months preceding the date of this Agreement, and 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 2.16 of the Disclosure Schedule. There is no Order to which the Seller or any of the assets owned or used by the Seller, is subject. To Seller’s Knowledge no employee of the Seller is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the business of the Seller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have a material adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Seller or on the ability of Seller to comply 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. Except as set forth in Part 2.16 4.8 of the ReShape Disclosure Schedule, there is no pending Proceeding, and no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller ReShape IGB Business or any of the Purchased ReShape IGB Assets (whether or not the Seller ReShape 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 2.16 4.8 of the ReShape Disclosure Schedule, to Seller’s Knowledge 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 2.16 4.8 of the ReShape Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller during the 12 months preceding the date of this Agreement, and the Seller ReShape. ReShape has delivered to the Purchaser Apollo accurate and complete copies of all pleadings, correspondence and other written materials (to which the Seller ReShape has access) that relate to the Proceedings identified in Part 2.16 4.8 of the ReShape Disclosure Schedule. There is no Order to which the Seller ReShape IGB Business, or any of the assets owned or used by the SellerReShape IGB Assets, is subject. To Seller’s Knowledge no employee of the Seller , and neither ReShape nor any Related Party is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating relates to the business ReShape IGB Business or to any of the SellerReShape IGB Assets. There is no proposed Order that, if issued or otherwise put into effect, (i) may have a material an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income ReShape IGB Business or prospects of the Seller ReShape IGB Assets or on the ability of Seller ReShape to comply 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. Except as set forth in Part 2.16 2.6 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves the Seller Hardy or that otherwise relates to or might affect the business of the Seller Sellers or any of the Purchased Assets (whether or not the Seller Hardy 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 2.16 2.6 of the Disclosure Schedule, to Seller’s Knowledge 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 2.16 2.6 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller during the 12 months preceding the date of this Agreement, and the Seller Hardy. Hardy has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Seller Hardy has access) that relate to the Proceedings identified in Part 2.16 2.6 of the Disclosure Schedule. There is no Order to which the Seller Hardy, or any of the his assets owned or used by the SellerSellers, is subject. To Seller’s Knowledge no employee of the Seller ; and Hardy is not subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating relates to the Sellers' business or to any of the Sellerassets of Hardy or the Sellers. There is no proposed Order that, if issued or otherwise put into effect, (i) may have a material an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects assets and liabilities of the Seller Hardy or on the Hardy's ability of Seller to comply 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. Except as set forth in Part 2.16 of the Disclosure Schedule, there is no pending Proceeding, Proceeding that involves the Seller Parties that has had or would reasonably be expected to have a Material Adverse Effect and to Sellers’ Knowledge no Person has threatened Seller or any Seller Subsidiary in writing during the 12 24 months preceding the date of this Agreement to commence any such Proceeding: (i) that involves the Seller and/or any applicable Seller Subsidiaries or that otherwise relates to or might affect the business of the Seller Business or any of the Purchased Assets (whether or not the Seller is Parties are 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 2.16 of the Disclosure Schedule, to Seller’s Knowledge 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 2.16 of the Disclosure Schedule, no Proceeding has been commenced by or against the Seller Parties during the 12 24 months preceding the date of this Agreement, and the . The Seller has Parties have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Seller has Parties have access) that relate to the Proceedings identified in Part 2.16 of the Disclosure Schedule. There is no Order to which the Seller Parties, any Seller Subsidiary or any of the assets owned or used by the SellerSeller or any Seller Subsidiary, is subject. To Seller’s Knowledge no No employee of the Seller is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the business of the Business. To Seller. There ’s Knowledge, there is no proposed Order that, if issued or otherwise put into effect, (i) may have a material adverse effect on the businessBusiness, condition, assets, liabilities, operations, financial performance, net income or prospects of the Seller or on the ability of Seller Parties to comply 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. Except as set forth in Part 2.16 3.18 of the Disclosure Schedule, there is no pending Proceeding, and and, to the knowledge of the Seller, no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might could reasonably be expected to affect the business of Specified Assets or the Seller or any of the Purchased Assets Laser Business (whether or not the any Seller Corporation is named as a party thereto); or (ii) that challenges, or that may could 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 2.16 3.18 of the Disclosure Schedule, to the best knowledge of the Seller’s Knowledge , no event has occurred, and no claim, dispute or other condition or circumstance exists, that might could reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.16 3.18 of the Disclosure Schedule, since March 31, 2003, no Proceeding has been commenced by or against the Seller during Corporations with respect to the 12 months preceding Specified Assets or the date of this Agreement, and the Laser Business. The Seller has delivered to the Purchaser Parent 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 2.16 3.18 of the Disclosure Schedule. There is no Order to which the Seller Corporations, or any of the assets Specified Assets owned or used by the SellerSeller Corporations, is subject. To Seller’s Knowledge , and no employee of the Seller Related Party is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating relates to the business Laser Business or to any of the SellerSpecified Assets. There is no proposed Order that, if issued or otherwise put into effect, (i) may could reasonably be expected to have a material an adverse effect on the Specified Assets or the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Seller Laser 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) may could 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 in Part 2.16 2.26 of the Disclosure Schedule, there is no pending Proceeding, and no Person has has, to Seller's knowledge, threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Purchased Assets (whether or not the Seller 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 To Seller's knowledge and except as set forth in Part 2.16 2.26 of the Disclosure Schedule, to Seller’s Knowledge 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 2.16 2.26 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller during the 12 months preceding the date of this Agreement, and the Seller. 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 2.16 2.26 of the Disclosure Schedule. There is no Order to which the Seller Seller, or any of the assets Assets owned or used by the Seller is subject and, to the Seller's knowledge, none of the stockholders of the Seller nor any Related Party is subject to any Order that relates to the Seller's business or to any of the Assets of the Seller. To the knowledge of the Seller, is subject. To Seller’s Knowledge no employee of the Seller is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the business of the Seller. There To Seller's knowledge, there is no proposed Order that, if issued or otherwise put into effect, (i) may have a material adverse effect on the business, financial condition, assets, liabilities, operations, financial performance, net income liabilities or prospects results of operations of the Seller or on the ability of the Seller to comply 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. Except as set forth in Part 2.16 0 of the Disclosure Schedule, there is no pending Proceeding, and and, to the knowledge of the Seller, no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might could reasonably be expected to affect the business of Specified Assets or the Seller or any of the Purchased Assets Laser Business (whether or not the any Seller Corporation is named as a party thereto); or (ii) that challenges, or that may could 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 2.16 0 of the Disclosure Schedule, to the best knowledge of the Seller’s Knowledge , no event has occurred, and no claim, dispute or other condition or circumstance exists, that might could reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.16 0 of the Disclosure Schedule, since March 31, 2003, no Proceeding has been commenced by or against the Seller during Corporations with respect to the 12 months preceding Specified Assets or the date of this Agreement, and the Laser Business. The Seller has delivered to the Purchaser Parent 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 2.16 0 of the Disclosure Schedule. There is no Order to which the Seller Corporations, or any of the assets Specified Assets owned or used by the SellerSeller Corporations, is subject. To Seller’s Knowledge , and no employee of the Seller Related Party is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating relates to the business Laser Business or to any of the SellerSpecified Assets. There is no proposed Order that, if issued or otherwise put into effect, (i) may could reasonably be expected to have a material an adverse effect on the Specified Assets or the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Seller Laser 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) may could 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 in Part 2.16 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Purchased Assets (whether or not the Seller 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 2.16 of the Disclosure Schedule, to Seller’s Knowledge 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 2.16 of the Disclosure Schedule, no Proceeding has been commenced by or against the Seller during the 12 months preceding the date of this Agreement, and 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 2.16 of the Disclosure Schedule. There is no Order to which the Seller or any of the assets owned or used by the Seller, is subject. To Seller’s Knowledge no No employee of the Seller is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the business of the Seller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have a material adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Seller or on the ability of Seller to comply 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.. Asset Purchase Agreement, MTBC & WFS 16