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) 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, neither Seller nor the 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.
Appears in 1 contract
Samples: Merger Agreement (Billing Information Concepts Corp)
Suits, Actions and Claims. Except as set forth in Schedule 4.12EXCEPT AS SET FORTH IN SCHEDULE 4.12 hereto, (ai) there are no suits, actions, claims, inquiries or investigations by any Person, or any legal, administrative or arbitration proceedings in which Seller the Business is engaged or which are pending or, to the Best Knowledge of Seller and the ShareholderSeller, threatened against or affecting Seller the Business or Assets 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, (bii) no reasonable basis or reasonable grounds for any such suit, action, claim, inquiry, investigation or proceeding exists, and (ciii) there is no outstanding order, writ, injunction or decree of any Governmental Authority against or affecting Seller with respect to the Business or any of its properties, assets or businessAssets. Without limiting the foregoing, neither Seller nor the Shareholder has any Best Knowledge no knowledge of any state of facts or the occurrence of any event forming the basis of any present or potential claim against Seller, Shareholder or Telos with respect to the Business or the Assets.
Appears in 1 contract
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 ShareholderSeller, 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) 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, neither Seller nor to the Shareholder has any Best Knowledge of any state of Seller, there are no known facts or the occurrence of any event forming the basis of any present or potential claim against Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)
Suits, Actions and Claims. Except as set forth in Schedule 4.124.12 hereto, (ai) there are no suits, actions, claims, inquiries or investigations by any Person, or any legal, administrative or arbitration proceedings in which Seller the Business is engaged or which are pending or, to the Best Knowledge of Seller and the Shareholder, threatened against or affecting Seller the Business or any of its properties, assets Assets or business, or relating to which Seller is or might become a partythe Business Employees, or which question the validity or legality of the transactions contemplated hereby, (bii) no reasonable basis or reasonable grounds for any such suit, action, claim, inquiry, investigation or proceeding exists, and (ciii) 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 any of its properties, assets or businessthe Assets. Without limiting the foregoing, neither Seller nor the Shareholder has any Best Knowledge knowledge of any state of facts or the occurrence of any event forming the basis of any present or potential claim against SellerSeller or Shareholder with respect to the Business, the Business Employees or the Assets.
Appears in 1 contract
Suits, Actions and Claims. Except as set forth in Schedule 4.12, (a) there are no suits, actionsactions or claims, claimsor, to the Best Knowledge of Seller, inquiries or investigations 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 ShareholderSeller, threatened against or affecting Seller the Assets or any of its properties, assets or business, or to which Seller is or might become a partythe Business, 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, inquiry, investigation or proceeding exists, and (c) there is no outstanding order, writ, injunction or decree of any Governmental Authority against or affecting Seller the Assets or any of its properties, assets or businessthe Business. Without limiting the foregoing, neither Seller nor the Shareholder has does not have any Best Knowledge of any state of facts or the occurrence of any event forming the basis of any present or potential claim against Sellerthe Assets or the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)
Suits, Actions and Claims. Except as set forth in Schedule 4.12, (a) there There are no suits, actions, claims, inquiries or investigations by any Person, or any legal, administrative or arbitration proceedings in which either Seller is engaged or which are pending or, to the Best Knowledge of each Seller and the Shareholder, threatened against or affecting either Seller or any of its either of their properties, assets or business, or to which either Seller is or might become a party, or which question the validity or legality of the transactions contemplated hereby, (b) 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 either Seller or any of its either of their properties, assets or business. Without limiting the foregoing, neither Seller of Sellers nor the 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 either Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)
Suits, Actions and Claims. Except as set forth in Schedule 4.12, (ai) 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, (bii) no reasonable basis or reasonable grounds for any such suit, action, claim, inquiry, investigation or proceeding exists, and (ciii) 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 the 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)
Suits, Actions and Claims. Except as set forth in Schedule 4.124.13, (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 each 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 each Shareholder, no reasonable basis or reasonable grounds for any such suit, action, claim, inquiry, investigation or proceeding exists, 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, neither Seller nor to the Shareholder has any Best Knowledge of any Seller and each Shareholder, there is no state of facts or the occurrence of any event forming the basis of any present or potential claim against Seller.
Appears in 1 contract
Samples: Merger Agreement (Ilex Oncology Inc)
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 ShareholderSeller, 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) 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, neither Seller nor the Shareholder has does not have 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.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)