Absence of Litigation, Claims and Orders Sample Clauses

Absence of Litigation, Claims and Orders. Except as set forth on Section 2.10 of the Company Disclosure Schedule, there are no (a) Claims or Proceedings pending or, to the Knowledge of the Company, that have been threatened against the Company, the Company’s properties, rights or assets or any officer, director or employee of the Company (in his or her capacity as such), (b) Orders outstanding to which the Company or any of the Company’s properties, rights or assets is or are subject or (c) Claims or Proceedings pending, brought or threatened in writing by the Company against any Person. There are no Claims or Proceedings as of the date hereof pending or, to the Knowledge of the Company, threatened on behalf of or against the Company, that challenge (i) the validity of this Agreement or any other Transaction Document to which the Company is a party or (ii) any action taken or to be taken by it pursuant to this Agreement or any other Transaction Documents to which the Company is a party or in connection with the transactions contemplated hereby and thereby.
Absence of Litigation, Claims and Orders. There are no (a) material Proceedings pending or, to the Knowledge of Buyer, threatened against either Buyer Party or any of their respective Subsidiaries or any of its or their respective properties, rights or assets, or (b) material Orders outstanding to which Buyer or any of its Subsidiaries or any of its or their respective properties, rights or assets is subject. There are no Proceedings pending, or, to the Knowledge of Buyer, threatened on behalf of or against either Buyer Party or any of their respective Subsidiaries that (i) challenge (A) the validity of this Agreement or any other Transaction Document to which either Buyer Party is or will be a party, or (B) any action taken or to be taken by either Buyer Party pursuant to this Agreement or any other Transaction Documents to which a Buyer Party is or will be a party or in connection with the Contemplated Transactions, (ii) could impair or delay the Contemplated Transactions or the ability of Buyer Parties to consummate the Contemplated Transactions, or (iii) could adversely affect either Buyer Party's performance under this Agreement or the consummation of the Contemplated Transactions.
Absence of Litigation, Claims and Orders. As of the date hereof, there are no Proceedings pending or, to the Knowledge of Purchaser, threatened on behalf of or against Purchaser or Parent that (i) challenges (a) the validity of this Agreement or any other Transaction Document to which Purchaser or Parent is a party or (b) any action taken or to be taken by Purchaser or Parent pursuant to this Agreement or any other Transaction Documents to which Purchaser or Parent is a party or in connection with the transactions contemplated hereby and thereby, (ii) would be reasonably likely to impair or delay the transactions contemplated hereby or the ability to consummate the transactions contemplated hereby or (iii) would be reasonably likely to adversely affect Purchaser’s or Parent’s performance under this Agreement or the consummation of the transactions contemplated hereby.
Absence of Litigation, Claims and Orders. As of the date hereof, there is no Claim pending or threatened on behalf of or against Parent or Merger Sub that questions or challenges (a) the validity of this Agreement or any other Transaction Document to which they are a party or (b) any action taken or to be taken by them pursuant to this Agreement or any other Transaction Document to which they are a party or in connection with the transactions contemplated hereby and thereby. As of the date hereof, neither Parent nor Merger Sub is subject to any outstanding Claim or Order in respect of this Agreement, any Transaction Document to which they are a party or the transactions contemplated hereby and thereby.
Absence of Litigation, Claims and Orders. There are no Claims or Proceedings pending or, to the knowledge of Buyer, First Merger Sub and Second Merger Sub, threatened on behalf of or against either of Buyer, First Merger Sub or Second Merger Sub that challenge (i) the validity of this Agreement or any other Transaction Document to which it is a party or (ii) any action taken or to be taken by it pursuant to this Agreement or any other Transaction Documents to which it is a party or in connection with the transactions contemplated hereby and thereby. There are no material (a) Claims or Proceedings pending or, to the knowledge of Buyer, First Merger Sub or Second Merger Sub, that have been threatened against Buyer or its Affiliates or their respective properties, rights or assets or any officer, director or employee of the Buyer or its Affiliates (in his or her capacity as such), (b) Orders outstanding to which the Buyer or its Affiliates’ properties, rights or assets is or are subject or (c) Claims or Proceedings pending, brought or threatened in writing by the Buyer or its Affiliates against any Person.
Absence of Litigation, Claims and Orders. (a) Except as set forth in Section 3.11(a) of the Company Disclosure Schedule, there are no Proceedings pending or, to the Knowledge of the Company, threatened by or against the Paragon Companies. Except as set forth in Section 3.11(a) of the Company Disclosure Schedule, during the past three (3) years, there have not been any Orders rendered against, or any settlements effected by, the Paragon Companies in connection with any Proceedings brought by or against the Paragon Companies.
Absence of Litigation, Claims and Orders. (a) Except as set forth in Section 3.12(a) of the Seller Disclosure Schedules, as of the date hereof, there are no Proceedings pending (i) by or against Seller or, to the Knowledge of Seller Parties, that otherwise relate to the Business or any of the assets owned or used by Seller, or (ii) by or against any Seller Party that challenge, or that seek to prevent, delay, make illegal or otherwise interfere with, the transactions contemplated hereby. To the Knowledge of Seller Parties, no such Proceeding has been threatened and no event has occurred or circumstance exists that would reasonably be expected to give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Section 3.12(a) of the Seller Disclosure Schedules, since January 1, 2018, there have not been any Orders rendered against, or any settlements effected by, Seller in connection with any Proceedings brought by or against Seller.
Absence of Litigation, Claims and Orders. Except as set forth in Section 3.15 of the Parent Disclosure Schedule (i) there are no Proceedings pending or, to the Knowledge of Parent or Seller, threatened against the Company or Abacus, and (ii) there are no Orders outstanding to which the Company or Abacus or any of its or their respective properties, rights or assets is subject.
Absence of Litigation, Claims and Orders. Except as set forth on Section 3.10 of the Company Disclosure Schedule, there are no, and since January 1, 2018, there have been no, (a) Claims pending or threatened against Parent (to the extent relating to the Business), any Seller, any member of the Company Group or any of the Business’s properties, rights or assets, or (b) Orders outstanding to which such Parent (to the extent relating to the Business), Seller, member of the Company Group or any of the Business’s properties, rights or assets is subject, in each case, that have resulted in or, that, if determined adversely to Parent, such Seller or member of the Company Group (as applicable), would reasonably be expected to be, individually or in the aggregate, material. There are no Claims pending or threatened on behalf of or against Parent, such Seller or member of the Company Group that challenge (i) the validity of any Transaction Document to which it is a party or (ii) any action taken or to be taken by it pursuant to any Transaction Document to which it is a party or in connection with the transactions contemplated thereby.
Absence of Litigation, Claims and Orders. There are no claims pending or, to the Knowledge of Buyer, threatened on behalf of or against Buyer that (i) challenge (a) the validity of this Agreement or any other Transaction Document to which it is a party or (b) any action taken or to be taken by it pursuant to this Agreement or any other Transaction Documents to which it is a party or in connection with the transactions contemplated hereby and thereby, or (ii) could have a Buyer Material Adverse Effect.