Common use of Proceedings; Orders Clause in Contracts

Proceedings; Orders. There is no pending Proceeding, and, to the knowledge of the Sellers, no Governmental Body has threatened to commence any Proceeding: (a) that could reasonably materially adversely affect the Enterprise Search Business or any of the Covered Assets (whether or not any Parent Entity is named as a party thereto); or (b) that could reasonably be expected to have the effect of preventing or making illegal any of the Transactions. To the knowledge of the Sellers, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. No such Proceeding has ever been commenced by or against any of the Parent Entities. Parent has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Parent Entities has access) that relate to any Proceedings identified in Part 2.15 of the Disclosure Schedule. There is no material Order to which any of the Covered Assets, Enterprise Search Contracts or Non-IP Contracts or any Seller is subject. No Order has been issued or otherwise put into effect with respect to any of the Parent Entities that, and, to the knowledge of the Sellers, no Governmental Body has threatened to issue any Order that if issued or otherwise put into effect with respect to any of the Parent Entities, (i) could reasonably be expected to have a material adverse effect on the ability of any of the Sellers to comply with or perform any covenant or obligation of the Sellers under any of the Transactional Agreements, or (ii) could reasonably be expected to have the effect of preventing or making illegal any of the Transactions.

Proceedings; Orders. There is no pending Proceeding, and, to the knowledge of the Sellers, and no Governmental Body Person has threatened to commence any Proceeding: (ai) that could reasonably materially adversely relates to or might affect the Enterprise Search Acquired Business or any of the Covered Assets assets related to the Acquired Business (including the Specified IP) (whether or not any Parent Entity the Seller is named as a party thereto); or (bii) that could reasonably be expected to challenges, or that may have the effect of preventing or preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. To the knowledge of the Sellers, no No event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably be expected to might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. No such To the Seller's knowledge, no Proceeding has ever been commenced by or against any of the Parent EntitiesSeller related to the Acquired Business. Parent The Seller has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Parent Entities Seller has access) that relate to any Proceedings identified in Part 2.15 of the Disclosure Schedule. There is no material Order relating to the Assets or the Acquired Business to which the Seller, or any of the Covered Assets, Enterprise Search Contracts or Non-IP Contracts or any Seller is subject. No ; and no Related Party is subject to any Order has been issued that relates to the Acquired Business or otherwise put into effect with respect to any of the Parent Entities that, and, Assets. No Continuing Employee is subject to the knowledge of the Sellers, no Governmental Body has threatened to issue any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the Acquired Business. There is no proposed Order that, if issued or otherwise put into effect with respect to any of the Parent Entitieseffect, would (i) could reasonably be expected to have a material an adverse effect on the (a) business, condition, operation, financial performance, net income or prospects of the Acquired Business, (b) condition or value of the assets related to the Acquired Business (including the Specified IP), (c) the Assumed Liabilities, or (d) on the ability of any of the Sellers Seller to comply with or perform any covenant or obligation of the Sellers under any of the Transactional Agreements, or (ii) could reasonably be expected to may have the effect of preventing or preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. There is no pending Proceeding, and, and to the knowledge Knowledge of the SellersSeller, no Governmental Body Person has threatened to commence any Proceeding: (ai) that could reasonably materially adversely affect involves the Enterprise Search Business Transferred Assets or any of the Covered Assets Assumed Liabilities (whether or not any Parent Entity Seller is named as a party thereto); or (bii) that could challenges, or that would reasonably be expected to have the effect of preventing or preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. To the knowledge of the Sellers, no No event has occurred, and no claim, dispute or other condition or circumstance exists, that could would reasonably be expected to give rise, directly or indirectly give rise indirectly, to or serve as a basis for the commencement of any such Proceeding. No such Proceeding has ever been commenced by or against any of the Parent Entities. Parent has delivered Seller related to the Purchaser accurate Transferred Assets or the Assumed Liabilities; and complete copies no Proceeding otherwise involving or relating to the Transferred Assets or the Assumed Liabilities has been pending or, to the Knowledge of all pleadingsSeller, correspondence and other written materials (to which threatened at any of the Parent Entities has access) that relate to any Proceedings identified in Part 2.15 of the Disclosure Scheduletime. There is no material Governmental Order to which any of the Covered Assets, Enterprise Search Contracts Transferred Assets or Non-IP Contracts or any Seller the Assumed Liabilities is subject. No To the Knowledge of Seller, there is no proposed Governmental Order has been issued or otherwise put into effect with respect to any of the Parent Entities that, and, to the knowledge of the Sellers, no Governmental Body has threatened to issue any Order that if issued or otherwise put into effect with respect to any of the Parent Entitieseffect, (i) could would reasonably be expected to have a material an adverse effect on the Transferred Assets or the Transferred Business or on the ability of any of the Sellers Seller to comply with or perform any covenant or obligation of the Sellers under this Agreement or any of the Transactional AgreementsAncillary Agreement, or (ii) could reasonably be expected to have the effect of preventing or preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. There Except as set forth in Part 2.21 of the Seller Disclosure Schedule, there is no pending Proceeding, and, to the knowledge Knowledge of the SellersSelling Parties, no Governmental Body Person has threatened in writing to commence any Proceeding: Proceeding (a) that could reasonably materially adversely affect the Enterprise Search Business or any of the Covered Assets (whether or not any Parent Entity is named as a party thereto); or (b) that could reasonably be expected to affect the Acquired Business, any of the Acquired Assets or the obligations of the Selling Parties under this Agreement or any of the Transaction Agreements (whether or not the Selling Parties are named as a party thereto) or (b) that challenges, or that may have the effect of preventing or preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. To the knowledge Knowledge of the SellersSelling Parties, no event has occurred, and no claim, claim or dispute or other condition or circumstance exists, that could reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. No such Proceeding has ever been commenced by or against any of the Parent Entities. Parent has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Parent Entities has access) that relate to any Proceedings identified in Part 2.15 of the Disclosure Schedule. There is no material Order to which the Acquired Business or any Acquired Asset is subject and none of the Covered Assets, Enterprise Search Contracts Seller or Non-IP Contracts or any Seller is subject. No Order has been issued or otherwise put into effect with respect its Affiliates are subject to any of the Parent Entities that, and, to the knowledge of the Sellers, no Governmental Body has threatened to issue any Order that relates to the Acquired Business or the Acquired Assets. To the Knowledge of the Selling Parties, there is no proposed Order that, if issued or otherwise put into effect with respect to any of the Parent Entitieseffect, (i) could reasonably be expected to may have a material an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income of the Acquired Business or on the ability of any of the Sellers Shareholder or Seller to comply with or perform any covenant or obligation of the Sellers under any of the Transactional Agreements, Transaction Agreements or (ii) could reasonably be expected to may have the effect of preventing or preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. There is no pending Proceeding, and, to the knowledge of the Sellers, and no Governmental Body Person has threatened to commence any Proceeding: (a) that involves the Seller or that otherwise relates to or could reasonably materially adversely be expected to affect the Enterprise Search Business or any of the Covered Assets (whether or not any Parent Entity the Seller is named as a party thereto); or (b) that could reasonably be expected to challenges, or that may have the effect of preventing or preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. To the best of the knowledge of the SellersSeller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. No such Proceeding has ever been commenced by or against the Seller (x) since January 1, 2000 and that involved the Assets or (y) that could reasonably be expected to impair the Seller’s ability to satisfy any of its covenants or obligations contained in the Parent EntitiesTransactional Agreements or to consummate the Transactions. Parent The Seller 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 Parent Entities Seller has access) that relate to any the Proceedings identified in Part 2.15 2.26 of the Seller Disclosure Schedule. There is no material Order to which any of the Covered Assets, Enterprise Search Contracts Assets are subject or Non-IP Contracts which could reasonably be expected to impair the Seller’s ability to consummate any of the Transactions; and no Related Party is subject to any Order that relates to the Seller’s business as it was previously conducted or any Seller is subject. No Order has been issued or otherwise put into effect with respect to any of the Parent Entities that, and, to Assets. To the best of the knowledge of the SellersSeller, no Governmental Body has threatened employee of the Seller is subject to issue any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice that such employee engaged in while employed by the Seller. There is no proposed Order that, if issued or otherwise put into effect with respect to any of the Parent Entitieseffect, (i) could reasonably be expected to have a material an adverse effect on the Assets or Liabilities of the Seller or on the ability of any of the Sellers Seller to comply with or perform any covenant or obligation of the Sellers under any of the Transactional Agreements, or (ii) could reasonably be expected to have the effect of preventing or preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. (a) There is no pending Proceeding, and, to the knowledge of the SellersParent and Merger Sub, no Governmental Body Person has threatened to commence any Proceeding: : (ai) that could reasonably materially adversely affect the Enterprise Search Business involves Parent, Merger Sub, their respective business or any of their respective assets owned or used by the Covered Assets Company (whether or not any Parent Entity the Company is named as a party thereto)) that, if adversely determined, would reasonably result in a Parent Material Adverse Effect; or or (bii) that could reasonably be expected to challenges, or that may have the effect of preventing or preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the Transactions. To Related Transactions or the ability of Parent and Merger Sub to comply with or perform their obligations and covenants under this Agreement and the other Transactional Agreements, and, to the knowledge of the SellersParent and Merger Sub, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably be expected to reasonably, directly or indirectly indirectly, give rise to or serve as a basis for the commencement of any such Proceeding. No such Proceeding has ever been commenced by . (b) There is no Order to which Parent or against Merger Sub, or any of the assets owned or used by Parent Entitiesor Merger Sub, is subject which would reasonably likely result in a Parent Material Adverse Effect. Parent has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Parent Entities has access) that relate to any Proceedings identified in Part 2.15 of the Disclosure Schedule. There is no material Order to which any of the Covered Assets, Enterprise Search Contracts or Non-IP Contracts or any Seller is subject. No Order has been issued or otherwise put into effect with respect to any of the Parent Entities that, and, to To the knowledge of the SellersParent and Merger Sub, there is no Governmental Body has threatened to issue any proposed Order that that, if issued or otherwise put into effect with respect to any of the effect, would reasonably likely result in a Parent Entities, (i) could reasonably be expected to Material Adverse Effect or may have a material an adverse effect affect on the its ability of any of the Sellers to comply with or perform any covenant of its covenants or obligation obligations under this Agreement and the other Transactional Agreements. (c) To the knowledge of the Sellers under Parent and Merger Sub, no Governmental Body has proposed any legal requirement that, if adopted or otherwise put into effect that, would reasonably likely result in a Parent Material Adverse Effect or adversely affect Parent's or Merger Sub's ability to comply with or perform any of its covenants or obligations under this Agreement or the other Transactional Agreements, or (ii) could reasonably be expected to have the effect of preventing or making illegal any of the Transactions.

Proceedings; Orders. There Except as set forth on Schedule 2.22, there is no pending ProceedingProceeding to the Knowledge of Seller, and, to the knowledge Knowledge of the SellersSeller, no Governmental Body Person has threatened to commence any Proceeding: (a) that involves MOS and that could reasonably materially adversely affect be expected to have a Material Adverse Effect on the Enterprise Search Business or Acquired Business, any of the Covered Acquired Assets or the obligations of Seller under this Agreement and any of the Transaction Agreements (whether or not any Parent Entity Seller is named as a party thereto); or (b) that could reasonably be expected to challenges, or that may have the effect of preventing or preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. To the knowledge Knowledge of the SellersSeller, no event has occurred, and no claim, dispute or other condition or circumstance exists, excluding disputes with customers in the Ordinary Course of Business, that could reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. No such Proceeding has ever been commenced by or against any of the Parent Entities. Parent has MI and Seller have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Parent Entities has access) that relate to any Proceedings identified in Part 2.15 of the Disclosure ScheduleSchedule 2.22. There is no material Order to which either MI or Seller, or any of the Covered Acquired Assets, Enterprise Search Contracts is subject; and none of the Affiliates of either MI or Non-IP Contracts Seller or any Seller other Related Party is subject. No Order has been issued or otherwise put into effect with respect subject to any of the Parent Entities that, and, to the knowledge of the Sellers, no Governmental Body has threatened to issue any Order that relates to the Acquired Business or the Acquired Assets. To the Knowledge of Seller, no Business Employee is subject to any Order that may prohibit Business Employees from engaging in or continuing any conduct, activity or practice relating to the Acquired Business. To the Knowledge of Seller, there is no proposed Order that, if issued or otherwise put into effect with respect to any of the Parent Entitieseffect, (ix) could reasonably be expected to may have a material adverse effect on the ability of any of the Sellers to comply with or perform any covenant or obligation of the Sellers under any of the Transactional AgreementsMaterial Adverse Effect, or (iiy) could reasonably be expected to may have the effect of preventing or preventing, delaying, making illegal or otherwise interfering with any of the Transactions.