Common use of Proceedings; Orders Clause in Contracts

Proceedings; Orders. Except as set forth in Part 2.25 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened to commence any Proceeding: (i) that involves any Target Company or that otherwise relates to or might affect the business of any Target Company (whether or not any Target Company 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 2.25 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders 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 2.25 of the Target Disclosure Schedule, no Proceeding has been commenced by or against any Target Company since January 1, 2000. The Shareholders have delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 of the Target Disclosure Schedule. There is no Order to which any Target Company, or any of the assets owned or used by any Target Company, is subject; and none of the Shareholders or any other Related Party is subject to any Order that relates to any of the Target Companies' business or to any of the assets of any Target Company. To the best of the knowledge of the Shareholders, no employee of any Target Company is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target Company. 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 any Target Company or on the ability of any Shareholder 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 2.25 2.23 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened to commence any Proceeding: (i) that involves any Target Company the Sellers or the General Partners or that otherwise relates to or might affect the business of the Sellers or any Target Company of the Assets (whether or not any Target Company is the Sellers 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 2.25 2.23 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders 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 2.25 2.23 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000the Sellers. The Shareholders General Partners and the Sellers have delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders General Partners or any of the Target Companies has access and which are not subject to the attorney client privilege or work product doctrineSellers have access) that relate to the Proceedings identified in Part 2.25 2.23 of the Target Disclosure Schedule. There is no Order to which any Target Companythe Sellers, or any of the assets owned or used by any Target Companythe Sellers, is subject; and none of the Shareholders General Partners or any other Related Party is subject to any Order that relates to any of the Target CompaniesSellers' business or to any of the assets of any Target Companythe Sellers. To the best of the knowledge of the ShareholdersSellers and the General Partners, no employee of any Target Company the Sellers is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySellers. 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 performance, net income or prospects of any Target Company the Sellers or on the ability of any Shareholder General Partner or the Sellers 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 2.25 2.23 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened to commence any Proceeding: (i) that involves any Target Company the Seller or that otherwise relates to or might affect the business of the Seller or any Target Company of the Assets (whether or not any Target Company 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 2.25 2.23 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders 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 2.25 2.23 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000the Seller. The Shareholders and the Seller have delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.23 of the Target Disclosure Schedule. There is no Order to which any Target Companythe Seller, or any of the assets owned or used by any Target Companythe Seller, is subject; and none of the Shareholders or any other Related Party is subject to any Order that relates to any of the Target Companies' Seller’s business or to any of the assets of any Target Companythe Seller. To the best of the knowledge of the Seller and the Shareholders, no employee of any Target Company the Seller is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySeller. 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 performance, net income or prospects of any Target Company the Seller or on the ability of any Shareholder or 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 2.25 2.21 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened to commence any Proceeding: (i) that involves any Target Company the Seller or that otherwise relates to or might affect the business of the Seller or any Target Company of the Assets (whether or not any Target Company 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 2.25 2.21 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders 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 2.25 2.21 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000the Seller. The Shareholders Parent, Principal Shareholder and the Seller have delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders Parent or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 2.21 of the Target Disclosure Schedule. There is no Order to which any Target Companythe Seller, or any of the assets owned or used by any Target Companythe Seller, is subject; and none of neither the Shareholders or Parent, Principal Shareholder nor any other Related Party is subject to any Order that relates to any of the Target Companies' Seller’s business or to any of the assets of any Target Companythe Seller. To the best of the knowledge of Parent’s, the ShareholdersPrincipal Shareholder’s and the Seller’s knowledge, no employee of any Target Company the Seller is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target CompanySeller. 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 performance, net income or prospects of any Target Company the Seller or on the ability of any Shareholder or 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 2.25 2.20 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best Knowledge of the knowledge of the Shareholders Seller no Person has threatened to commence any Proceeding: : (iI) that involves any Target Company Seller or that otherwise relates to or might affect Seller's business or any of the business of any Target Company assets owned or used by Seller (whether or not any Target Company Seller is named as a party thereto); or or (iiII) 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 2.25 2.20 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders 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. . (B) Except as set forth in Part 2.25 2.20 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against any Target Company since January 1, 2000. The Shareholders have delivered Seller; and no Proceeding otherwise involving or made available relating to Seller has been pending or to the Knowledge of Seller threatened at any time. (C) Seller has delivered to Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies Seller has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 2.20 of the Target Disclosure Schedule. . (D) There is no Order to which any Target CompanySeller, or any of the assets owned or used by any Target CompanySeller, is subject; and none of the Shareholders or any other Related Party Stockholders is subject to any Order that relates to any of the Target Companies' Seller's business or to any of the assets of any Target Company. owned or used by Seller. (E) To the best Knowledge of the knowledge of the ShareholdersSeller, no officer or employee of any Target Company is subject to any Order that may prohibit prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to the Seller's business of the applicable Target Company. as currently being conducted or intended to be conducted. (F) There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the Seller's business, condition, assets, liabilities, operations, financial performance or performance, net income of or prospects (or on any Target Company aspect or portion thereof) or on the ability of Seller or any Shareholder of the Stockholders 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. (G) There is no Proceeding pending, and to the Knowledge of Seller, no Person has threatened to commence any Proceeding, that may have a Material Adverse Effect on the ability of any Stockholder to comply with or perform any of such Stockholder's covenants or obligations under any of the Transactional Agreements. 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.

Proceedings; Orders. (a) Except as set forth in Part 2.25 of the Target Disclosure Schedule, there is no pending Proceedingor, and to the best Knowledge of the knowledge of the Shareholders no Person has Major Stockholder, threatened to commence any Proceeding: : (i) that involves any Target Company ALC or that otherwise relates would reasonably be expected to have a material adverse effect on ALC’s business or might affect any of the business of any Target Company assets owned or used by ALC (whether or not any Target Company ALC 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 2.25 of the Target Disclosure Schedule, to the best Knowledge of the knowledge of the Shareholders Major Stockholder, 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 2.25 of the Target Disclosure Schedule, no Proceeding has ever been commenced by or against ALC that has not been fully resolved, including all rights to appeal; and no Proceeding otherwise involving or relating to ALC is pending that would reasonably be expected to have a material adverse effect on ALC, ALC’s business or any Target Company since January 1, 2000. The Shareholders have of the assets owned or used by ALC. (c) ALC has delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies ALC has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 2.25(a) of the Target Disclosure Schedule. . (d) There is no Order to which any Target CompanyALC, or any of the assets owned or used by any Target CompanyALC, is subject; and and, to the Knowledge of the Major Stockholder, none of the Shareholders or any other Related Party Sellers is subject to any Order that relates to any of the Target Companies' ALC’s business or to any of the assets of any Target Company. owned or used by ALC. (e) To the best Knowledge of the knowledge of the ShareholdersMajor Stockholder, no officer or employee of any Target Company ALC is subject to any Order that may prohibit prohibits such officer or employee from engaging in or continuing any conduct, activity or practice relating to ALC’s business. (f) To the business Knowledge of the applicable Target Company. There Major Stockholder, there is no proposed Order that, if issued or otherwise put into effect, (i) may would reasonably be expected to have an a material adverse effect on the ALC’s business, condition, assets, liabilities, operations, financial performance or performance, net income of or prospects (or on any Target Company aspect or portion thereof) or on the ability of ALC or any Shareholder 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.