Common use of Legal Proceedings; Governmental Orders Clause in Contracts

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company Group); or (b) against or by any member of the Company Group, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Seller’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a) 3.14 of the Disclosure Schedules, there are no Actions pending or, to the Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by the Company, any member of the Company GroupSeller, Seller or any Affiliate of any Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Seller’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. There are no outstanding Governmental Orders and no unsatisfied judgments, penalties, or awards against or affecting the Company, or any of its properties or assets.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller Sellers or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller Sellers or any Affiliate of Seller Sellers that challenges or seeks to prevent, enjoin or otherwise delay 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a4.11(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s the Sellers’ Knowledge, threatened against or by the Seller Group Companies (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to or affecting the 17173 Business, the Purchased Assets or the Assumed Liabilities in any member of the Company Group)material respect; or (b) against that challenge or by any member of the Company Group, Seller or any Affiliate of Seller that challenges or seeks seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Sellers’ Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, to the Sellers’ Knowledge, there are no Actions pending or, to Seller’s Knowledge, or threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller Sellers or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller Sellers or any Affiliate of Seller Sellers that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Sellers’ Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Seller’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.20(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller Seller, ExchangeCo or any Affiliate thereof of their Affiliates and relating to any member of the Company Group); or (b) against or by any member of the Company Group, Seller Seller, ExchangeCo or any Affiliate of Seller or ExchangeCo that challenges or seeks to prevent, enjoin or otherwise delay 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.19(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened in writing (ai) against or by any member of the Company Group Parent affecting any of its properties or assets (or by or against Seller Sellers or any Affiliate of their Affiliates thereof and relating to any member of the Company GroupParent); or (bii) against or by any member of the Company GroupParent, Seller Sellers or any Affiliate of their Affiliates of a Seller that challenges or seeks to prevent, enjoin or otherwise delay 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a4.15(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller Sellers or any Affiliate thereof of either Seller and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller Sellers or any Affiliate of either Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No Except as set forth in Section 4.15(a) of the Disclosure Schedules, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of Xxxxxxxx or the Company Group affecting any of its past or present properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of Xxxxxxxx or the Company GroupCompany); or (b) against or by any member of Xxxxxxxx, the Company GroupCompany, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Seller’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure SchedulesSchedule, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by the Company, any member of the Company Group, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a4.17(a) of the Disclosure SchedulesSchedule, there are no Actions pending or, to Seller’s the Sellers’ Knowledge, threatened (a) against or by (i) any member Acquired Company, (ii) any of the Company Group affecting Sellers (in their capacities as stockholders or equityholders of any Acquired Company) or (iii) any current or former director, officer, member, manager or employee of any of its properties or assets the Acquired Companies (or by or against Seller or any Affiliate thereof and relating to any member of in their capacities as such). To the Company Group); or (b) against or by any member of the Company GroupSellers’ Knowledge, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except Other than as set forth in Section 3.18(a) of the Disclosure Scheduleson Schedule 3.14(a), there are no Actions pending or, to Seller’s 's Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company Group); or (b) against or by any member of the Company Group, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Seller’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, or threatened (a) against or by any member of the Company Group or any Practice Entity affecting any of its their properties or assets (or by or against Seller Sellers, any employee or independent contractor of the Company, a Practice Entity or any Affiliate thereof and relating to any member of the Company Groupor a Practice Entity); or (b) against or by any member of the Company GroupCompany, Seller Sellers or any Affiliate of Seller Practice Entity that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or occurred, nor do any circumstances exist exist, that the Sellers believe may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its past or present properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Seller’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.15(a) of the Disclosure Schedules, there are no Actions pending pending, threatened in writing or, to Seller’s Knowledge, otherwise threatened (ai) against or by any member of the Company Group affecting any of its properties or assets (or by or against a Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); , or (b) against or by any member of the Company GroupCompany, a Seller or any Affiliate of a Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. Agreement No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a) of the Disclosure SchedulesSchedule 2.04(b)(iii), there are no Actions pending or, to Seller’s Knowledge, threatened (ai) against or by the Company, the Seller, or any member Affiliate of Seller, that affect any of the Company Group affecting any of its Company’s properties or assets (or by or against Seller or any Affiliate thereof and relating relate to any member of the Company Group)Company; or (bii) against or by any member of the Company GroupCompany, Seller Seller, or any Affiliate of Seller that challenges or seeks to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No Neither has any event has occurred or nor do any circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by the Company, any member of the Company Group, Seller or any Affiliate of any Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Sellers’ Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except To the Knowledge of the Company, except as set forth in Section 3.18(a3.15(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, or threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller the Company Shareholder or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company, the Company Group, Seller Shareholder or any Affiliate of Seller the Company Shareholder that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementContemplated Transactions. No To the Knowledge of the Company, no event has occurred occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in on Section 3.18(a) 3.17 of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by the Company, any member of the Company Group, Seller or any Affiliate of any Seller that challenges or seeks to prevent, enjoin or otherwise delay 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (ai) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company Groupor the Shares); or (bii) against or by any member of the Company GroupCompany, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in on Section 3.18(a) 3.17 of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company Groupor the Business); or (b) against or by any member of the Company GroupCompany, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Seller’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to each Seller’s 's Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller Sellers or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller Sellers or any Affiliate of Seller Sellers that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To each Seller’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure SchedulesSchedule, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a2.09(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, or threatened (ai) against any Company, or by any member of the Company Group owner, employee, manager or office thereof, affecting any of its properties their respective properties, assets or assets business (or by or against Seller Sellers or any Affiliate thereof and relating to any member of the Company GroupCompany); or (bii) against or by any member of the Company GroupCompany, Seller Sellers or any Affiliate of Seller thereof that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may is reasonably likely to give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a4.20(a) of the Disclosure Schedules, there are no Actions pending or, to Sellerthe Warrantor’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against any Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, any Seller or any Affiliate of any Seller that challenges or seeks to prevent, enjoin or otherwise delay 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the either Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company Groupeither Company); or (b) against or by any member of the Company Groupeither Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Seller’s Knowledge, no event has occurred or circumstances exist that may is reasonably likely to give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a2.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledgethe Knowledge of Sellers, threatened (a) against or by any member of the Company Group affecting any of its properties or assets (or by or against Seller Sellers or any Affiliate thereof and relating to any member of the Company GroupCompany); or (b) against or by any member of the Company GroupCompany, Seller Sellers or any Affiliate of Seller Sellers that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Knowledge of Sellers, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.14(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened (ai) against or by any member of the Company Group affecting any of its properties or their respective assets (or by or against Seller or any Affiliate thereof and relating to any member of the Company Groupor Company Subsidiary); or (bii) against or by any member of the Company GroupCompany, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay 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.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.18(a3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Sellers’ Knowledge, threatened (a) against or by any member of the Company Group or any Subsidiary affecting any of its their respective properties or assets (or by or against Seller Sellers or any Affiliate thereof and relating to any member of the Company Groupor any Subsidiary); or (b) against or by the Company, any member of the Company GroupSubsidiary, Seller Sellers or any Affiliate of Seller Sellers that challenges or seeks to prevent, enjoin or otherwise delay 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.