Proceedings; Orders. (a) Except as set forth in Part 3.25 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding:
Proceedings; Orders. (a) There is no pending Proceeding, and, to the Company's knowledge, no Person has threatened to commence any Proceeding:
Proceedings; Orders. Except as set forth in Part 2.16 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened in writing during the 12 months preceding the date of this Agreement to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Purchased Assets (whether or not the Seller is named as a party thereto); or (ii) 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 2.16 of the Disclosure Schedule, to Seller’s Knowledge no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.16 of the Disclosure Schedule, no Proceeding has been commenced by or against the Seller during the 12 months preceding the date of this Agreement, and the Seller has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Seller has access) that relate to the Proceedings identified in Part 2.16 of the Disclosure Schedule. There is no Order to which the Seller or any of the assets owned or used by the Seller, is subject. To Seller’s Knowledge no employee of the Seller is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the business of the Seller. There is no proposed Order that, if issued or otherwise put into effect, (i) may have a material adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Seller or on the ability of Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.
Proceedings; Orders. Except as set forth in Part 2.25 of the Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Shareholders no Person has threatened to commence any Proceeding: (i) that involves any Target Company or that otherwise relates to or might affect the business of any Target Company (whether or not any Target Company is named as a party thereto); or (ii) 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 2.25 of the Target Disclosure Schedule, to the best of the knowledge of the Shareholders no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.25 of the Target Disclosure Schedule, no Proceeding has been commenced by or against any Target Company since January 1, 2000. The Shareholders have delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholders or any of the Target Companies has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 of the Target Disclosure Schedule. There is no Order to which any Target Company, or any of the assets owned or used by any Target Company, is subject; and none of the Shareholders or any other Related Party is subject to any Order that relates to any of the Target Companies' business or to any of the assets of any Target Company. To the best of the knowledge of the Shareholders, no employee of any Target Company is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the applicable Target Company. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of any Target Company or on the ability of any Shareholder to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.
Proceedings; Orders. 22 2.25 Authority; Binding Nature of Agreements............................................ 22 2.26 Non-Contravention; Consents........................................................ 23 2.27 Brokers............................................................................ 24 2.28
Proceedings; Orders. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser no Person has threatened to commence any Proceeding: (i) that involves the Purchaser or that otherwise relates to or might affect the business of the Purchaser (whether or not the Purchaser is named as a party thereto); or (ii) 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 3.10 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the Purchaser. The Purchaser has delivered to the Shareholders accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 3.10 of the Purchaser Disclosure Schedule. There is no Order to which the Purchaser, or any of the assets owned or used by the Purchaser, is subject; and the Purchaser is not subject to any Order that relates to its business or to any of the assets of its Purchaser. To the best of the knowledge of the Purchaser, no employee of the Purchaser is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser respectively. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser or on the ability of the Purchaser with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.
Proceedings; Orders. There is no pending Proceeding, and, to the knowledge of the Sellers, no Governmental Body has threatened to commence any Proceeding: (a) that could reasonably materially adversely affect the Enterprise Search Business or any of the Covered Assets (whether or not any Parent Entity is named as a party thereto); or (b) that could reasonably be expected to have the effect of preventing or making illegal any of the Transactions. To the knowledge of the Sellers, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. No such Proceeding has ever been commenced by or against any of the Parent Entities. Parent has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Parent Entities has access) that relate to any Proceedings identified in Part 2.15 of the Disclosure Schedule. There is no material Order to which any of the Covered Assets, Enterprise Search Contracts or Non-IP Contracts or any Seller is subject. No Order has been issued or otherwise put into effect with respect to any of the Parent Entities that, and, to the knowledge of the Sellers, no Governmental Body has threatened to issue any Order that if issued or otherwise put into effect with respect to any of the Parent Entities, (i) could reasonably be expected to have a material adverse effect on the ability of any of the Sellers to comply with or perform any covenant or obligation of the Sellers under any of the Transactional Agreements, or (ii) could reasonably be expected to have the effect of preventing or making illegal any of the Transactions.
Proceedings; Orders. (a) There is no pending Proceeding, and to the knowledge of the Company, no Person has threatened to commence any Proceeding (i) that involves the Company or that otherwise relates to or likely would affect the Company’s business or any of the assets owned or used by the Company (whether or not the Company is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. To the knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that likely would directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
Proceedings; Orders. Each Seller represents to the applicable Buyer that except as would not reasonably be expected to result in a Material Adverse Effect, and except for the pendency of the Bankruptcy Cases (and except with respect to compliance with Environmental Laws, which is covered by Section 4.15), there are no Proceedings or Governmental Orders pending against such Sale Company or such Asset Sellers or, to the Knowledge of each Seller, the JV Companies, and to the Knowledge of each Seller there are no Proceedings or Governmental Orders threatened against any of such Sale Company, such Asset Sellers or the JV Companies with respect to its applicable Business.
Proceedings; Orders. There are no Proceedings pending or, to Buyer’s Knowledge, threatened against Buyer that would prohibit, restrict or delay in any material respect the consummation of the transactions contemplated hereby. There are currently no outstanding Orders against Buyer that would prohibit, restrict or delay in any material respect the consummation of the transactions contemplated hereby.
