Xxxxx Proceedings. (a) Except as set forth in Schedule 3.7 of the Parent’s Disclosure Schedules, there are no Actions pending or, to Parent’s Knowledge, threated against or by Parent that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred nor do circumstances exist that may give rise or serve as a basis for any such Action. COMMON TERMS AND CONDITIONS 10.2 Page 17 of 42 (4.21.21 - 21:54)
(b) Except as set forth in Schedule 3.7 of the Parent’s Disclosure Schedules, there are no Actions pending or, to Parent’s Knowledge, threatened against or by the Parent relating to or affecting the business of Parent which could be reasonably expected to have a Material Adverse Effect on Parent or materially interfere with Parent’s ability to consummate the transactions contemplated by this Agreement.
(c) Except as set forth in Schedule 3.7 of the Parent’s Disclosure Schedules, there are no outstanding orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the business of Parent which could be reasonably expected to have a Material Adverse Effect on Parent or materially interfere with Parent’s ability to consummate the transactions contemplated by this Agreement.
Xxxxx Proceedings. (a) There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer or CNHTC’s knowledge, threatened against or by Buyer or CNHTC or any Affiliate of Buyer or CNHTC which, individually or in the aggregate, would reasonably be expected to have a material adverse effect on Buyer or CNHTC’s ability to consummate the transactions contemplated hereby or otherwise impede, prevent or materially delay the consummation of the transactions contemplated by this Agreement.
(b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting (or, to Buyer or CNHTC’s knowledge, investigations involving) Buyer or CNHTC or any Affiliate of Buyer or CNHTC which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on Buyer or CNHTC’s ability to consummate the transactions contemplated hereby.
Xxxxx Proceedings. There is no action, suit, proceeding, claim, arbitration, or investigation by any Government, Governmental Agency or other Person (i) pending to which Seller is a party, (ii) threatened against or relating to Seller or any of Seller’s assets or businesses, (iii) challenging Seller’s right to execute, acknowledge, seal, deliver, perform under or consummate the transactions contemplated by this Agreement, or (iv) asserting any right with respect to any of the Seller Shares, and there is no basis for any such action, suit, proceeding, claim, arbitration or investigation.
Xxxxx Proceedings. Except as set forth on Schedule 2.10, there is no claim, action, suit, proceeding or governmental investigation (“Action”) of any nature pending or, to Seller’s knowledge, threatened against or by Seller (a) relating to or affecting the Purchased Assets or the Assumed Liabilities; or (b) that challenges or seeks to prevent, enjoin or otherwise delay the Transaction. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. Seller is in compliance with all laws, permits, orders, ordinances, rules and regulations, whether civil or criminal, of any federal, state, local or foreign governmental authority applicable to the Business and has not committed any violation of any law applicable to the Purchased Assets and/or the operation of the Business.
Xxxxx Proceedings. If any applicable Covance Entity is required by law to provide testimony or records regarding any Drug, Project or Services, in any legal or administrative proceeding, for any reason, other than improper performance by a Covance Entity, of its obligations under this Agreement or an IPA, then Sponsor shall reimburse the applicable Covance Entity for its out-of-pocket costs therefore plus an hourly fee for its employees or representatives equal to the internal fully burdened cost of such employees or representatives.
Xxxxx Proceedings. There is no Action of any nature pending or, to the Sponsor’s knowledge, threatened against or by the Transferred Sponsor Subsidiary or any of its controlled Affiliates that (a) that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Transferred Sponsor Subsidiary or any of its controlled Affiliates, or (b) challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement or the other Transaction Agreements. To the Sponsor’s knowledge, no event has occurred or circumstances exist that could reasonably be expected to give rise to, or serve as a basis for, any such Action.
Xxxxx Proceedings. There is no Action of any nature pending or, to each Investor’s or the Sponsor’s knowledge, threatened against or by such Investor or the Sponsor or any of its respective Affiliates that challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement or the other Transaction Agreements to which it is a party. To each Investor’s or the Sponsor’s knowledge, no event has occurred or circumstances exist that could reasonably be expected to give rise to, or serve as a basis for, any such Action.
Xxxxx Proceedings. There is no Action of any nature pending or, to Bxxxx’s knowledge, threatened against or by Bxxxx that would or would reasonably expected to impede the ability of the Buyer Group Parties to consummate the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.
Xxxxx Proceedings. (a) Except as set forth in Schedule 3.7 of the Parent’s Disclosure Schedules, there are no Actions pending or, to Parent’s Knowledge, threated against or by Parent that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred nor do circumstances exist that may give rise or serve as a basis for any such Action.
(b) Except as set forth in Schedule 3.7 of the Parent’s Disclosure Schedules, there are no Actions pending or, to Parent’s Knowledge, threatened against or by the Parent relating to or affecting the business of Parent which could be reasonably expected to have a Material Adverse Effect on Parent or materially interfere with Parent’s ability to consummate the transactions contemplated by this Agreement.
(c) Except as set forth in Schedule 3.7 of the Parent’s Disclosure Schedules, there are no outstanding orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the business of Parent which could be reasonably expected to have a Material Adverse Effect on Parent or materially interfere with Parent’s ability to consummate the transactions contemplated by this Agreement.
Xxxxx Proceedings. There is no Action of any nature pending or, to the Company’s knowledge, threatened against or by the Company or any of its controlled Affiliates that (a) would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company or any of its controlled Affiliates, or (b) challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement or the other Transaction Agreements to which it is a party. To the Company’s knowledge, no event has occurred or circumstances exist that could reasonably be expected to give rise to, or serve as a basis for, any such Action.
