Common use of Suits, Actions and Claims Clause in Contracts

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Federal Data Corp /Fa/)

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Suits, Actions and Claims. Except as set forth in Schedule 4.12 hereto4.12, (ia) there are no suits, actions, claims, inquiries or investigations by any Person, or any legal, administrative or arbitration proceedings in which the Business Seller is engaged or which are pending or, to the Best Knowledge of Seller and ShareholderSeller, threatened against or affecting the Business Seller or Assets any of its properties, assets or relating business, or to the Business Employeeswhich Seller is or might become a party, or which question the validity or legality of the transactions contemplated hereby, (iib) no basis or grounds for any such suit, action, claim, inquiry, investigation or proceeding exists, and (iiic) there is no outstanding order, writ, injunction or decree of any Governmental Authority against or affecting Seller with respect to the Businessor any of its properties, Business Employees assets or the Assetsbusiness. Without limiting the foregoing, neither Seller nor Shareholder has any knowledge to the 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 or Shareholder with respect to the Business, the Business Employees or the AssetsSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)

Suits, Actions and Claims. Except as set forth in Schedule 4.12 hereto4.12, (ia) there are no suits, actions, claims, inquiries or investigations by any Person, or any legal, administrative or arbitration proceedings in which the Business Seller is engaged or which are pending or, to the Best Knowledge of Seller and the Shareholder, threatened against or affecting the Business Seller or Assets any of its properties, assets or relating business, or to the Business Employeeswhich Seller is or might become a party, or which question the validity or legality of the transactions contemplated hereby, (iib) no reasonable basis or reasonable grounds for any such suit, action, claim, inquiry, investigation or proceeding exists, and (iiic) there is no outstanding order, writ, injunction or decree of any Governmental Authority against or affecting Seller with respect to the Businessor any of its properties, Business Employees assets or the Assetsbusiness. Without limiting the foregoing, neither Seller nor the Shareholder has any knowledge Best 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 AssetsSeller.

Appears in 1 contract

Samples: Plan of Merger and Acquisition Agreement (Billing Information Concepts Corp)

Suits, Actions and Claims. Except as set forth in Schedule 4.12 hereto4.12, (ia) 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 the Business Seller is engaged or which are pending or, to the Best Knowledge of Seller and ShareholderSeller, threatened against or affecting the Business or Assets or relating to the Business EmployeesBusiness, or which question the validity or legality of the transactions contemplated hereby, (iib) to the Best Knowledge of Seller, no basis or grounds for any such suit, action, claim, inquiry, investigation or proceeding exists, and (iiic) there is no outstanding order, writ, injunction or decree of any Governmental Authority against or affecting Seller with respect to the Assets or the Business, Business Employees or the Assets. Without limiting the foregoing, neither Seller nor Shareholder has does not have any knowledge Best Knowledge of any state of facts or the occurrence of any event forming the basis of any present or potential claim against Seller the Assets or Shareholder with respect to the Business, the Business Employees or the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)

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 ShareholderSeller, threatened against or affecting the Business or Assets or relating to the Business Employeesany of its properties, or which question the validity or legality of the transactions contemplated hereby, (ii) to the Best Knowledge of Seller, 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 no 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 Stockholder with respect to the Business, the Business Employees or the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Data Systems & Software Inc)

Suits, Actions and Claims. Except as set forth in Schedule 4.12 hereto4.12, (ia) there are no suits, actions, claims, inquiries or investigations by any Person, or any legal, administrative or arbitration proceedings in which the Business Seller is engaged or which are pending or, to the Best Knowledge of Seller and ShareholderSeller, threatened against or affecting the Business Seller or Assets any of its properties, assets or relating business, or to the Business Employeeswhich Seller is or might become a party, or which question the validity or legality of the transactions contemplated hereby, (iib) no basis or grounds for any such suit, action, claim, inquiry, investigation or proceeding exists, and (iiic) there is no outstanding order, writ, injunction or decree of any Governmental Authority against or affecting Seller with respect to the Businessor any of its properties, Business Employees assets or the Assetsbusiness. Without limiting the foregoing, neither Seller nor Shareholder has does not have any knowledge Best 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 AssetsSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)

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Suits, Actions and Claims. Except as set forth in Schedule 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 ShareholderSeller, threatened against or affecting the Business or Assets or relating to the Business Employeesany of its properties, 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 no knowledge of any state of facts or the occurrence of any event forming the basis of any present or potential claim against Seller Seller, Shareholder or Shareholder Telos with respect to the Business, the Business Employees or the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Telos Corp)

Suits, Actions and Claims. Except as set forth in Schedule 4.12 hereto4.12, (i) there are no suits, actions, claims, inquiries or investigations by any Person, or any legal, administrative or arbitration proceedings in which the Business Seller is engaged or which are pending or, to the Best Knowledge of Seller and Shareholder, threatened against or affecting the Business Seller or Assets any of its properties, assets or relating business, or to the Business Employeeswhich Seller 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 Seller with respect to the Businessor any of its properties, Business Employees assets or the Assetsbusiness. Without limiting the foregoing, neither Seller nor Shareholder has any knowledge Best 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 AssetsSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)

Suits, Actions and Claims. Except as set forth in Schedule 4.12 hereto, (i) there There are no suits, actions, claims, inquiries or investigations by any Person, or any legal, administrative or arbitration proceedings in which the Business either Seller is engaged or which are pending or, to the Best Knowledge of each Seller and Shareholder, threatened against or affecting the Business either Seller or Assets any of either of their properties, assets or relating business, or to the Business Employeeswhich either Seller 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 either Seller with respect to the Businessor any of either of their properties, Business Employees assets or the Assetsbusiness. Without limiting the foregoing, neither Seller of Sellers nor Shareholder has any knowledge Best 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 Assetseither Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)

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