Common use of Proceedings; Orders Clause in Contracts

Proceedings; Orders. Except as set forth in Part 4.8 of the ReShape Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (i) that relates to the ReShape IGB Business or any of the ReShape IGB Assets (whether or not 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 4.8 of the ReShape Disclosure Schedule, 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 4.8 of the ReShape Disclosure Schedule, no Proceeding has ever been commenced by or against ReShape. ReShape has delivered to Apollo accurate and complete copies of all pleadings, correspondence and other written materials (to which ReShape has access) that relate to the Proceedings identified in Part 4.8 of the ReShape Disclosure Schedule. There is no Order to which the ReShape IGB Business, or any of the ReShape IGB Assets, is subject, and neither ReShape nor any Related Party is subject to any Order that relates to the ReShape IGB Business or to any of the ReShape IGB Assets. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the ReShape IGB Business or the ReShape IGB Assets or on the ability of 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 4.8 2.26 of the ReShape Disclosure Schedule, there is no pending Proceeding, and no Person has has, to Seller's knowledge, threatened to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the ReShape IGB Business business of the Seller or any of the ReShape IGB Assets (whether or not ReShape 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 4.8 2.26 of the ReShape Disclosure Schedule, 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 4.8 2.26 of the ReShape Disclosure Schedule, no Proceeding has ever been commenced by or against ReShapethe Seller. ReShape The Seller has delivered to Apollo the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which ReShape the Seller has access) that relate to the Proceedings identified in Part 4.8 2.26 of the ReShape Disclosure Schedule. There is no Order to which the ReShape IGB BusinessSeller, or any of the ReShape IGB AssetsAssets owned or used by the Seller is subject and, is subjectto the Seller's knowledge, and neither ReShape none of the stockholders of the Seller nor any Related Party is subject to any Order that relates to the ReShape IGB Business Seller's business or to any of the ReShape IGB AssetsAssets of the Seller. There To the knowledge of the Seller, 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. To Seller's knowledge, there is no proposed Order that, if issued or otherwise put into effect, (i) may have an a adverse effect on the ReShape IGB Business business, financial condition, assets, liabilities or results of operations of the ReShape IGB Assets Seller or on the ability of ReShape 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. (a) Except as set forth in Part 4.8 4.20(a) of the ReShape 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) that relates to the ReShape IGB Business against any Purchaser Entity or any of the ReShape IGB Assets (whether assets owned or not ReShape is named as a party thereto); used by any Purchaser Entity or (ii) against any Purchaser Entity that challenges, 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 4.8 of the ReShape Disclosure Schedule, 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 4.8 of the ReShape Disclosure Schedule, no Proceeding has ever been commenced by or against ReShape. ReShape has delivered to Apollo accurate and complete copies of all pleadings, correspondence and other written materials (to which ReShape has access) that relate to the Proceedings identified in Part 4.8 of the ReShape Disclosure Schedule. There is no Order to which the ReShape IGB Business, or any of the ReShape IGB Assets, is subject, and neither ReShape nor any Related Party is subject to any Order that relates to the ReShape IGB Business or to any of the ReShape IGB Assets. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the ReShape IGB Business or the ReShape IGB Assets or on the ability of 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. 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 in Part 4.8 2.16 of the ReShape 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 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 ReShape IGB Business or any of the ReShape IGB Purchased Assets (whether or not ReShape is the Seller 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 4.8 2.16 of the ReShape Disclosure Schedule, 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 4.8 of the ReShape Disclosure Schedule, no Proceeding has ever been commenced by or against ReShapethe Seller Parties during the 24 months preceding the date of this Agreement. ReShape has The Seller Parties have delivered to Apollo the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which ReShape has the Seller Parties have access) that relate to the Proceedings identified in Part 4.8 2.16 of the ReShape Disclosure Schedule. There is no Order to which the ReShape IGB BusinessSeller Parties, any Seller Subsidiary or any of the ReShape IGB Assetsassets owned or used by the Seller or any Seller Subsidiary, is subject, and neither ReShape nor any Related Party . No employee of the Seller is subject to any Order that relates may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the ReShape IGB Business or to any of the ReShape IGB AssetsBusiness. There To Seller’s Knowledge, there is no proposed Order that, if issued or otherwise put into effect, (i) may have an a material adverse effect on the ReShape IGB Business or the ReShape IGB Assets Business, or on the ability of ReShape 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 4.8 0 of the ReShape Disclosure Schedule, there is no pending Proceeding, and and, to the knowledge of the Seller, no Person has threatened in writing to commence any Proceeding: (i) that relates to or could reasonably be expected to affect the ReShape IGB Specified Assets or the Laser Business or any of the ReShape IGB Assets (whether or not ReShape 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 4.8 0 of the ReShape Disclosure Schedule, to the best knowledge of the Seller, 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 4.8 0 of the ReShape Disclosure Schedule, since March 31, 2003, no Proceeding has ever been commenced by or against ReShapethe Seller Corporations with respect to the Specified Assets or the Laser Business. ReShape The Seller has delivered to Apollo Parent accurate and complete copies of all pleadings, correspondence and other written materials (to which ReShape the Seller has access) that relate to the Proceedings identified in Part 4.8 0 of the ReShape Disclosure Schedule. There is no Order to which the ReShape IGB BusinessSeller Corporations, or any of the ReShape IGB AssetsSpecified Assets owned or used by the Seller Corporations, is subject, and neither ReShape nor any no Related Party is subject to any Order that relates to the ReShape IGB Laser Business or to any of the ReShape IGB Specified Assets. There is no proposed Order that, if issued or otherwise put into effect, (i) may could reasonably be expected to have an adverse effect on the ReShape IGB Business Specified Assets or the ReShape IGB Assets business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Laser Business or on the ability of ReShape 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. (a) Except as set forth in Part 4.8 2.25 of the ReShape Disclosure ScheduleSchedule and to Seller’s Knowledge, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (i) that involves Seller or that otherwise relates to the ReShape IGB Business or might affect Seller’s business or any of the ReShape IGB Assets owned or used by Seller (whether or not ReShape 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. . (b) Except as set forth in Part 4.8 2.25 of the ReShape Disclosure Schedule, 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. . (c) Except as set forth in Part 4.8 2.25 of the ReShape Disclosure Schedule, no Proceeding has ever been commenced by or against ReShape. ReShape Seller; and no Proceeding otherwise involving or relating to Seller has been pending or to Seller’s Knowledge threatened at any time. (d) Seller has delivered to Apollo the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which ReShape Seller has access) access that relate to the Proceedings identified in Part 4.8 2.25 of the ReShape Disclosure Schedule. . (e) There is no Order to which the ReShape IGB Business, Seller or any of the ReShape IGB AssetsAssets owned or used by Seller, is subject, and neither ReShape nor any Related Party is subject to any Order that relates to the ReShape IGB Business Seller’s business or to any of the ReShape IGB Assets. Assets owned or used by Seller. (f) To Seller’s Knowledge, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxxxxxx and Xxxxx Xxxxx are not subject to any Order that prohibits them from engaging in or continuing any conduct, activity or practice relating to Seller’s business. (g) There is no proposed Order that, if issued or otherwise put into effect, : (i) may would have an any material adverse effect on the ReShape IGB Business Assets or the ReShape IGB Assets Seller’s business or financial condition,, or on the ability of ReShape Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may would, to Seller’s Knowledge, have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 4.8 2.6 of the ReShape Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (i) that involves Hardy or that otherwise relates to or might affect the ReShape IGB Business business of the Sellers or any of the ReShape IGB Assets (whether or not ReShape 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 4.8 2.6 of the ReShape Disclosure Schedule, 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 4.8 2.6 of the ReShape Disclosure Schedule, no Proceeding has ever been commenced by or against ReShapeHardy. ReShape Hardy has delivered to Apollo the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which ReShape Hardy has access) that relate to the Proceedings identified in Part 4.8 2.6 of the ReShape Disclosure Schedule. There is no Order to which the ReShape IGB BusinessHardy, or any of his assets used by the ReShape IGB AssetsSellers, is subject, ; and neither ReShape nor any Related Party Hardy is not subject to any Order that relates to the ReShape IGB Business Sellers' business or to any of the ReShape IGB Assetsassets of Hardy or the Sellers. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the ReShape IGB Business or the ReShape IGB Assets assets and liabilities of Hardy or on the Hardy's ability of 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. (a) Except as set forth in Part 4.8 3.25 of the ReShape Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: : (i) that involves Exousia or that otherwise relates to the ReShape IGB Business or reasonably might affect Exousia's business or any of the ReShape IGB Assets assets owned or used by Exousia (whether or not ReShape Exousia is named as a party thereto); or 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 4.8 3.25 of the ReShape Disclosure Schedule, 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. . (b) Except as set forth in Part 4.8 3.25 of the ReShape Disclosure Schedule, since inception no Proceeding has ever been commenced by or against ReShape. ReShape Exousia; and no Proceeding otherwise involving or relating to Exousia has been pending or to Exousia's Knowledge threatened at any time. (c) Exousia has delivered to Apollo CYLW accurate and complete copies of all pleadings, correspondence and other written materials (to which ReShape Exousia has access) access that relate to the Proceedings identified in Part 4.8 3.25 of the ReShape Disclosure Schedule. . (d) There is no Order to which the ReShape IGB BusinessExousia, or any of the ReShape IGB Assetsassets owned or used by Exousia, is subject, ; and neither ReShape nor any Related Party none of the Selling Shareholders is subject to any Order that relates to the ReShape IGB Business Exousia's business or to any of the ReShape IGB Assets. assets owned or used by Exousia. (e) To the Knowledge of Exousia, no officer or employee of Exousia is subject to any Order that prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to Exousia's business. (f) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the ReShape IGB Business Exousia's business, condition, assets, liabilities, operations, financial performance or the ReShape IGB Assets net income (or on any aspect or portion thereof) or on the ability of ReShape Exousia 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.