Absence of Litigation, Claims and Orders. There are no Claims or Proceedings pending or threatened on behalf of or against the Owners or the Seller that challenge (i) the validity of this Agreement or any other Transaction Document to which such Owner or the Seller 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 such Owner or the Seller is a party or in connection with the transactions contemplated hereby and thereby.
Absence of Litigation, Claims and Orders. As of the date hereof, there are no Proceedings pending or, to the knowledge of the Seller, threatened on behalf of or against the Seller that (i) challenges (a) the validity of this Agreement or any other Transaction Document to which the Seller is a party or (b) any action taken or to be taken by the Seller pursuant to this Agreement or any other Transaction Documents to which the Seller is a party or in connection with the transactions contemplated hereby and thereby, (ii) would reasonably be expected to impair or delay the transactions contemplated hereby or the ability to consummate the transactions contemplated hereby or (iii) would reasonably be expected to adversely affect the Seller’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. Except as set forth on Section 3.10 of the Disclosure Schedule, there are no, and at all times there have been no, (a) Claims or Proceedings pending or, to the Knowledge of the Company, threatened against any member of the Company Group or the Company Group’s properties, rights or assets, or (b) Orders outstanding to which any member of the Company Group or any of the Company Group’s properties, rights or assets is or are subject. 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 any member of the Company Group that challenge (i) the validity of this Agreement or any other Transaction Document to which any member of the Company Group 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 any member of the Company Group is a party or in connection with the transactions contemplated hereby and thereby.
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 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 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. Except as set forth on Section 3.10 of the Company Disclosure Schedule, there are no (a) Claims pending or, to the Knowledge of the Company Group, Claims threatened against any member of the Company Group or such member’s properties, rights or assets, in each case, that have resulted in or, which, if determined adversely to such member of the Company Group (as applicable), would be material to the Company Group, or (b) material Orders outstanding to which any member of the Company Group or any of such member’s properties, rights or assets is subject. There are no Claims pending or, to the Knowledge of the Company Group, threatened on behalf of or against any member of the Company Group 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 Document to which it is a party or in connection with the transactions contemplated hereby or thereby. Each member of the Company Group is in compliance in all material respects with the terms of each Order set forth in Section 3.10 of the Disclosure Schedule. To the Knowledge of the Company Group, no event has occurred or circumstances exist that would reasonably be expected to result in (with or without notice or lapse of time) a violation of any such Order.
Absence of Litigation, Claims and Orders. Except, as it relates to Parent, as disclosed in the Public Disclosure Record, there are no Claims pending, or, to the Knowledge of Buyers, threatened on behalf of or against Buyers or Parents or any of their Subsidiaries or Affiliates that (i) challenges (A) the validity of this Agreement or any other Transaction Document to which such Buyer or Parent or any of their Subsidiaries or Affiliates is a party or (B) any action taken or to be taken by such Buyer or Parent or any of their Subsidiaries or Affiliates pursuant to this Agreement or any other Transaction Documents to which such Buyer or Parent or any of their Subsidiaries or Affiliates is a party or in connection with the transactions contemplated hereby and thereby, (ii) would reasonably impair or delay the transactions contemplated hereby or the ability to consummate the transactions contemplated hereby, or (iii) would materially and adversely affect Buyers’ or Parent’s performance under this Agreement or the consummation of the transactions contemplated hereby (each of the effects in clause (ii) or (iii) being, a “Buyer Material Adverse Effect”).
Absence of Litigation, Claims and Orders. Except as set forth in Section 3.10 of the Company Disclosure Schedule:
