Common use of Proceedings; Orders Clause in Contracts

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. (a) Except as set forth in Part 4.20(aSection 4.21(a) of the Purchaser Disclosure ScheduleSchedule of Exceptions, there is no pending Proceeding, and to the Knowledge of Purchaser or Merger SubSeller, no Person has threatened since June 1, 1995 to commence any Proceeding: (i) against any Purchaser Entity that involves the Business Assets or any of the assets owned Assumed Liabilities (whether or used by any Purchaser Entity not Seller is named as a party thereto); or (ii) against any Purchaser Entity that challenges challenges, or that may would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with 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 No event has occurred, and to the Knowledge of Seller, no material claim, dispute or other condition or circumstance exists, that would reasonably be expected to give rise rise, directly or indirectly, to or serve as a basis for the commencement of any such Proceeding. (b) Except as set forth in Part 4.20(bSection 4.21(b) of the Purchaser Disclosure ScheduleSchedule of Exceptions, (i) no Proceeding has been commenced by or against any of Seller related to the Purchaser Entities Business Assets or the Assumed Liabilities since June January 1, 19952007, and (ii) no Proceeding otherwise involving or relating to the Business Assets or the Assumed Liabilities has been pending or, to the Knowledge of Seller, threatened at any time since January 1, 2007. (c) Purchaser has identified and made available to Xxxxx accurate and complete copies Except as set forth in Section 4.21(c) of all pleadings the Schedule of Exceptions, there is no Governmental Order to which the Purchaser Entities have access that relate to Business Assets or the Proceedings required to be identified in Parts 4.20(a) and (b) of the Purchaser Disclosure ScheduleAssumed Liabilities is subject. (d) There is no material Order to which any Except as set forth in Section 4.21(d) of the Purchaser Entities or any Schedule of the assets owned or used by any of the Purchaser Entities is subject. (e) To Exceptions, to the Knowledge of Purchaser and Merger SubSeller, (i) no officer or employee of any of the Purchaser Entities Business Employee is subject to any material Governmental Order that prohibits such officer or employee Business Employee from engaging in or continuing any conduct, activity or practice relating to any Purchaser Entity's business. the Business or the Business Assets and (fii) To the Knowledge of Purchaser and Merger Sub, there is no proposed Governmental Order that, if issued or otherwise put into effect, (i) would reasonably be expected to have a Purchaser Material Adverse Effect an adverse effect on the Business Assets, the Business, condition, assets, liabilities, operations, financial performance or net income (iior on any aspect or portion thereof) or on the ability of Seller to comply with or perform any covenant or obligation under this Agreement or any Ancillary Agreement, or would 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 4.20(a2.25(a) of the Purchaser Xxxxx Disclosure Schedule, there is no pending Proceeding, and to the Knowledge of Purchaser or Merger SubXxxxx, no Person has threatened since June 1, 1995 to commence any Proceeding: : (i) against any Purchaser Entity Xxxxx or with respect to any of the assets owned or used by any Purchaser Entity or Xxxxx; or (ii) against any Purchaser Entity Xxxxx, that challenges challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with with, the Merger or any of the other Transactions. Except as set forth in Part 4.20(a2.25(a) of the Purchaser Xxxxx Disclosure Schedule, to the Knowledge of Purchaser and Merger SubXxxxx, no material 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(b2.25(b) of the Purchaser Xxxxx Disclosure Schedule, no Proceeding has been commenced by or against any of the Purchaser Entities Xxxxx since June August 1, 1995. (c) Purchaser Xxxxx has identified and made available to Xxxxx Purchaser accurate and complete copies of all pleadings to which the Purchaser Entities have Xxxxx has access that relate to the Proceedings required to be identified in Parts 4.20(a2.25(a) and (b) of the Purchaser Xxxxx Disclosure Schedule. (d) There Except as set forth in Part 2.25(d) of the Xxxxx Disclosure Schedule, there is no material Order to which any of the Purchaser Entities Xxxxx, or any of the assets owned or used by any of the Purchaser Entities Xxxxx, is subject. (e) To the Knowledge of Purchaser and Merger SubXxxxx, no officer or employee of any of the Purchaser Entities Xxxxx 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 Xxxxx'x business. (f) To the Knowledge of Purchaser and Merger SubXxxxx, there is no proposed Order that, if issued or otherwise put into effect, (i) would reasonably be expected to have a Purchaser Xxxxx Material Adverse Effect 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. (a) Except as set forth in Part 4.20(a) of the Purchaser Disclosure ScheduleSchedule 3.13(a), since January 1, 2013 there has not been, and there is no not pending Proceedingor, and to the Knowledge of Purchaser or Merger SubSellers, no Person has threatened since June 1threatened, 1995 to commence any Proceeding: : (i) By or against any Purchaser Entity Acquired Company or that otherwise relates to or could affect the business of, or any of the assets owned or used by by, any Purchaser Entity or Acquired Company; or (ii) By or against any Purchaser Entity Seller that challenges relates to the Acquired Interests; or (iii) That challenges, or that may could have the effect of preventing, delaying, making illegal illegal, imposing limitations or conditions on, or otherwise interfering with with, any of the TransactionsContemplated Transaction. Except as set forth in Part 4.20(a) of the Purchaser Disclosure Schedule, to To the Knowledge of Purchaser and Merger SubSellers, no event has occurred, and no material claim, dispute or other condition occurred or circumstance exists, exists that would reasonably be expected to could give rise to or serve as a basis for the commencement of any such Proceeding. Sellers have delivered to Buyer copies of all pleadings, correspondence, and other documents relating to each pending or threatened Proceeding listed in Schedule 3.13(a). None of the pending or threatened Proceedings listed in Schedule 3.13(a), individually or in the aggregate, will or could reasonably be expected to result in an adverse consequence to any Acquired Company or in any Acquired Company incurring Losses of $10,000 or more or being subjected to any Order. (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.Schedule 3.13(b): (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. (di) There is no material Order to which any of the Purchaser Entities Acquired Company, or any of the assets owned or used by any of the Purchaser Entities Acquired Company, is subject.; and (eii) To the Knowledge of Purchaser and Merger Sub, no officer or employee of any of the Purchaser Entities No Seller is subject to any material Order that prohibits such officer relates to the business of, or employee from engaging in any assets owned or continuing used by, any conduct, activity or practice relating to any Purchaser Entity's businessAcquired Company. (fc) To the Knowledge of Purchaser and Merger Sub, there is no proposed Order that, if issued or otherwise put into effect, Except as set forth in Schedule 3.13(c): (i) would reasonably be expected Each Acquired Company has at all times been in compliance with each Order to have a Purchaser Material Adverse Effect which it, or any assets owned or used by it, is or has been subject; (ii) would reasonably be expected No event has occurred or circumstance exists that could constitute or result in (with or without notice or lapse of time) a violation of, or failure to have comply with, any Order to which (A) any Acquired Company, or any assets owned or used by any Acquired Company, is subject, or (B) any Seller is subject that relates to the effect of preventingbusiness of, delayingor any assets owned or used by, making illegal any Acquired Company; and (iii) No Acquired Company or otherwise interfering with Seller has, at any of time received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, or potential violation of, or failure to comply with, any Order to which (A) any Acquired Company, or any assets owned or used by any Acquired Company, is subject, or (B) any Seller is subject that relates to the Transactionsbusiness of, or any assets owned or used by, any Acquired Company.

Proceedings; Orders. (a) Except as set forth in Part 4.20(a4.12(a) of the Purchaser Disclosure Schedule, there is no pending Proceeding, and and, to the Knowledge of Purchaser or Merger Subthe Selling Parties, no Person has threatened since June 1, 1995 to commence any Proceeding: : (i1) against any Purchaser Entity or that involves any of the assets owned Selling Parties or used by that directly or indirectly relates to or might affect the Acquired Business or the Purchased Assets (whether or not any Purchaser Entity or of the Selling Parties is named as a party thereto); or (ii2) against any Purchaser Entity that challenges challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with with, any of the Transactions. Except as set forth in Part 4.20(a) 4.12 of the Purchaser Disclosure Schedule, to the Knowledge of Purchaser and Merger Sub, the Selling Parties no event has occurred, and no material claim, dispute or other condition or circumstance exists, that would reasonably be expected to 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 4.20(b4.12(b) of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against any Selling Party in relation to the Purchased Assets on the Acquired Business and no such Proceeding has been pending or, to the Knowledge of the Purchaser Entities since June 1Selling Parties, 1995threatened at any time. (c) The Selling Parties have delivered to the Purchaser has identified and made available to Xxxxx accurate and complete copies of all pleadings pleadings, correspondence and other written materials to which the Purchaser Entities have any of them has access that relate to the Proceedings required to be identified in Parts 4.20(aPart 4.12(a) and or (b) of the Purchaser Disclosure Schedule. (d) There is no material Order to which any of the Purchaser Entities Selling Parties, the Acquired Business or any of the assets owned or used by any of the Purchaser Entities Purchased Assets is subject, and no Selling Party is otherwise subject to any Order that relates to the Acquired Business or the Purchased Assets. (e) To the Knowledge of Purchaser and Merger Subthe Selling Parties, no officer or employee of any of the Purchaser Entities Selling Parties 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) the Acquired Business. To the Knowledge of Purchaser and Merger Subthe Selling Parties, there is no proposed Order that, if issued or otherwise put into effect, (i) would reasonably be expected may have an adverse effect on the Purchased Assets or the Acquired Business, or the condition, assets, liabilities, operations, financial performance, net income or prospects of either thereof (or on any aspect or portion thereof) or on the ability of any Selling Party to have a Purchaser Material Adverse Effect comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) would reasonably be expected to 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 4.20(a) 3.18 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and and, to the Knowledge knowledge of Purchaser or Merger Subthe Seller, no Person has threatened since June 1, 1995 in writing to commence any Proceeding: (i) against that relates to or could reasonably be expected to affect the Specified Assets or the Laser Business (whether or not any Purchaser Entity or any of the assets owned or used by any Purchaser Entity Seller Corporation is named as a party thereto); or (ii) against any Purchaser Entity that challenges challenges, or that may could reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with with, any of the Transactions. Except as set forth in Part 4.20(a) 3.18 of the Purchaser Disclosure Schedule, to the Knowledge best knowledge of Purchaser and Merger Subthe Seller, no event has occurred, and no material claim, dispute or other condition or circumstance exists, that would could reasonably be expected to 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 4.20(b) 3.18 of the Purchaser Disclosure Schedule, since March 31, 2003, no Proceeding has been commenced by or against any of the Purchaser Entities since June 1, 1995. (c) Purchaser Seller Corporations with respect to the Specified Assets or the Laser Business. The Seller has identified and made available delivered to Xxxxx Parent accurate and complete copies of all pleadings pleadings, correspondence and other written materials (to which the Purchaser Entities have access Seller has access) that relate to the Proceedings required to be identified in Parts 4.20(a) and (b) Part 3.18 of the Purchaser Disclosure Schedule. (d) . There is no material Order to which any of the Purchaser Entities Seller Corporations, or any of the assets Specified Assets owned or used by any of the Purchaser Entities Seller Corporations, is subject. (e) To the Knowledge of Purchaser , and Merger Sub, no officer or employee of any of the Purchaser Entities Related Party is subject to any material Order that prohibits such officer relates to the Laser Business or employee from engaging in or continuing any conduct, activity or practice relating to any Purchaser Entity's business. (f) To of the Knowledge of Purchaser and Merger Sub, there Specified Assets. There is no proposed Order that, if issued or otherwise put into effect, (i) would could reasonably be expected to have a Purchaser Material Adverse Effect an adverse effect on the Specified Assets or the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the 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) would could reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.