Suits, Actions and Claims. Except as set forth in Schedule 4.12 hereto, (i) there are no suits, actions, claims, inquiries or investigations by any Person, or any legal, administrative or arbitration proceedings in which the Business is engaged or which are pending or, to the Best Knowledge of Seller and Shareholder, threatened against or affecting the Business or Assets or relating to the Business Employees, or which question the validity or legality of the transactions contemplated hereby, (ii) no basis or grounds for any such suit, action, claim, inquiry, investigation or proceeding exists, and (iii) there is no outstanding order, writ, injunction or decree of any Governmental Authority against or affecting Seller with respect to the Business, Business Employees or the Assets. Without limiting the foregoing, neither Seller nor Shareholder has any knowledge of any state of facts or the occurrence of any event forming the basis of any present or potential claim against Seller or Shareholder with respect to the Business, the Business Employees or the Assets.
Suits, Actions and Claims. 9 4.13 Licenses and Permits; Compliance with Governmental Regulations........................................... 10 4.14 Authorization...................................................... 10 4.15
Suits, Actions and Claims. Except as set forth in Schedule ------------------------- -------- 4.12 hereto, (i) there are no suits, actions, claims, inquires or investigations ---- by any Person, or any legal, administrative or arbitrative proceedings in which Seller is engaged or which are pending or, to the best knowledge of Seller and the Members, threatened against or affecting Seller or any of its properties, assets or business, or to which Seller is or might become a party, or which question the validity or legality of the transactions contemplated hereby, (ii) to the best knowledge of Seller and the Members, no basis or grounds for any such suit, action, claim, inquiry, investigation or proceeding exists, and (iii) there is no outstanding order, writ, injunction or decree of any Governmental Authority against or affecting Seller or its properties, assets or business.
Suits, Actions and Claims. Seller shall manage any pending or threatened suit, action or claim arising out of or in connection with any of the transactions contemplated by the Agreement; provided, however, Seller shall promptly notify in writing Buyer of any such suit, action or claim, setting forth such suit, action or claim in reasonable detail (including, without limitation, the amount of any damages claimed) and shall keep Buyer advised as to the status of such suit or proceeding or defense thereof and shall consider in good faith recommendations made by Buyer with respect thereto; provided, further, Buyer shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense and, subject to the following sentence, settlement of such suit, action or claim; provided, further, Seller shall have the right in its sole discretion to conduct the defense of any such suit, action or claim. Notwithstanding anything herein to the contrary, Seller will not settle such suit action or claim without Buyer’s prior consent, which consent shall not be unreasonably withheld or delayed.
Suits, Actions and Claims. 11 4.13 Licenses and Permits; Compliance with Governmental Regulations . . . . . . . . . . . . 12 4.14 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 4.15
Suits, Actions and Claims. Except as set forth in Part 4.12 of the Disclosure Schedule, (a) there are no suits, actions, claims, inquiries or investigations by any Person, or any legal, administrative or arbitration proceedings in which Seller is engaged or which are pending or, to the Best Knowledge of Seller and each Escrow Stockholder, threatened against or affecting Seller or any of its properties, Assets or Business, or to which Seller is or might become a party, or which question the validity or legality of the transactions contemplated hereby, and (b) there is no outstanding order, writ, injunction or decree of any Governmental Authority against or affecting Seller or any of its properties, Assets or Business. Without limiting the foregoing, to the Best Knowledge of Seller and each Escrow Stockholder, there is no state of facts or the occurrence of any event forming the basis of any present or potential claim against Seller.
Suits, Actions and Claims. Except as set forth in Schedule 4.11, (a) there are no suits, actions, claims, or to the Best Knowledge of Seller, investigations by any Person, or any legal, administrative or arbitration proceedings in which Seller is engaged, which are pending or, to the Best Knowledge of Seller, threatened, against or affecting Seller or any of its properties, assets or business, or to which Seller is or might become a party, or which question the validity or legality of the transactions contemplated hereby, (b) to the Best Knowledge of Seller, no reasonable basis or reasonable grounds for any such suit, action, claim, investigation or proceeding exists, and (c) there is no outstanding order, writ, injunction or decree of any Governmental Authority against or affecting Seller or any of its properties, assets or business.
Suits, Actions and Claims. Except as set forth in Schedule 4.12, (a) there are no suits, actions, claims, inquiries or investigations by any Person, or any legal, administrative or arbitration proceedings in which Seller is engaged or which are pending or, to the Best Knowledge of Seller and the Shareholder, threatened against or affecting Seller or any of its properties, assets or business, or to which Seller is or might become a party, or which question the validity or legality of the transactions contemplated hereby, (b) to the Best Knowledge of the Seller and the Shareholder, no reasonable basis or reasonable grounds for any such suit, action, claim, inquiry, investigation or proceeding exists and (c) there is no outstanding order, writ, injunction or decree of any Governmental Authority against or affecting Seller or any of its properties, assets or business. Without limiting the foregoing, to the Best Knowledge of Seller and Shareholder, there is no state of facts or the occurrence of any event forming the basis of any present or potential claim against Seller.
Suits, Actions and Claims. There are no suits, actions, claims, inquiries or investigations by any Person, or any legal, administrative or arbitration proceedings in which Seller is engaged or which are pending or, to the Best Knowledge of Seller and Shareholder, threatened against or affecting Seller or any of its properties, assets or business, or to which Seller is or might become a party, or which question the validity or legality of the transactions contemplated hereby, no basis or grounds for any such suit, action, claim, inquiry, investigation or proceeding exists, and there is no outstanding order, writ, injunction or decree of any Governmental Authority against or affecting Seller or any of its properties, assets or business. Without limiting the foregoing, neither Seller nor Shareholder has any Best Knowledge of any state of facts or the occurrence of any event forming the basis of any present or potential claim against Seller.
Suits, Actions and Claims. Except as set forth in Schedule 4.11 hereto, (i) there are no suits, actions, claims, inquiries or investigations by any Person, or any legal, administrative or arbitration proceedings in which Target is engaged or which are pending or, to the Best Knowledge of Seller, threatened against or affecting Target or any of its properties, assets or business, or to which Target is or might become a party, or which question the validity or legality of the transactions contemplated hereby, (ii) no basis or grounds for any such suit, action, claim, inquiry, investigation or proceeding exists, and (iii) there is no outstanding order, writ, injunction or decree of any Governmental Authority against or affecting Target or any of its properties, assets or business. Without limiting the foregoing, neither Seller nor any officer of Target has any knowledge of any state of facts or the occurrence of any event forming the basis of any present claim against Target.
