Common use of Legal Proceedings; Governmental Orders Clause in Contracts

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

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a3.14(a) of the Disclosure Schedules, there are no Actions pending or, to the CompanyCompany Member’s Knowledge, threatened (a) against or by the Company or any Acquired Company affecting any of its properties or assets; or assets (b) against or by the or against Company that challenges Member or seeks any Affiliates thereof and relating to prevent, enjoin Company or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, to the Company’s Knowledge, may give rise to, or serve as a basis for, any such ActionAcquired Company), which if determined adversely to Company or any Acquired Company (or to Company Member or any Affiliate thereof) would result in a Material Adverse Effect.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a2.13(a) of the Disclosure Schedules, there are no Actions actions, suits, claims, investigations or other Proceedings pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting or any of its properties or assets; or assets (b) against or by or against the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, any Affiliate thereof and relating to the Company’s Knowledge, may give rise to, or serve as a basis for, any such Action).

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a3.11(a) of the Disclosure Schedules, there are no Actions material Actions, suits, claims, investigations or other legal proceedings pending or, to the CompanySeller’s Knowledge, threatened (a) against or by the Company or Subsidiary affecting any of its their properties or assets; or assets (b) against or by or against Seller or any Affiliate thereof and relating to the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, to the Company’s Knowledge, may give rise to, or serve as a basis for, any such ActionSubsidiary).

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a7.12(a) of the Disclosure Schedules, there are no Actions Proceedings pending oragainst or filed or threatened in writing by, or to the Company’s Sellers’ Knowledge, threatened (a) against or by against, the Company affecting or any of its properties or assets; or assets (b) against or by the Company that challenges or seeks to prevent, enjoin against Sellers or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, any Affiliate thereof and relating to the Company’s Knowledge, may give rise to, or serve as a basis for, any such Action).

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a) 3.12 of the Disclosure Schedules, there are no Actions pending or, to the Company’s 's Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; or (b) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, to the Company’s Knowledge, 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 3.17(a) of the Disclosure Schedules, there are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; (b) against or by PTC affecting any of its properties or assets; or (bc) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, to the Company’s Knowledge, may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a) of the Disclosure SchedulesLetter, there are no material Actions pending or, to the Company’s Knowledge, threatened (a) against or by any of the Company Acquired Companies affecting any of its their properties or assets; assets or (b) against that challenge or by the Company that challenges or seeks seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, to the Company’s Knowledge, may give rise to, or serve as a basis for, any such Action.

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

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a) of the Disclosure Schedules, there are no Actions material actions, suits, claims, investigations or other legal proceedings pending or, to the Company’s Knowledge, threatened (a) against or by any of the Company Acquired Companies affecting any of its their properties or assets; or (b) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, which if determined adversely to the Company’s Knowledge, may give rise to, or serve as Acquired Companies would have a basis for, any such ActionMaterial Adverse Effect.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a4.6(a) of the Company Disclosure SchedulesSchedule, there are no Actions pending or, to the Company’s Knowledge, threatened (ai) against or by the Company affecting any of its properties or assetsassets (or by or against any Affiliate of the Company and relating to the Company); or (bii) against or by the Company or any Affiliate of the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, to the Company’s Knowledge, may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a4.16(a) of the Company Disclosure Schedules, there are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting or any of its properties Company Subsidiary that seeks Losses, or assets; that challenge or (b) against or by the Company that challenges or seeks seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, to the Company’s Knowledge, may give rise to, or serve as a basis for, any such ActionTransactions.

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

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a3.16(a) of the Disclosure SchedulesSchedule, there are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; or (b) against or by the Company that challenges challenge or seeks seek to prevent, enjoin or otherwise delay the consummation of the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, to To the Company’s Knowledge, may give rise to, there are no investigations or serve as a basis for, any such Actionaudits pending against the Company.

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

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a3.15(a) of the Disclosure Schedules, there are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; or (b) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Company’s Knowledge, no event has occurred or circumstances exist that, to the Company’s Knowledge, 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 3.17(a3.12(a) of the Disclosure Schedules, (i) there are no Actions actions, suits, claims, investigations or other legal proceedings pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; or , and (bii) against or by to the Company that challenges or seeks to preventCompany’s Knowledge, enjoin or otherwise delay the transactions contemplated by this Agreement. No no event has occurred or circumstances exist that, to the Company’s Knowledge, that may give rise to, or serve as a basis for, any such Actionaction, suit, claim, investigation or other legal proceeding.

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

Legal Proceedings; Governmental Orders. (a) Except Save as set forth in on Section 3.17(a) 3.10 of the Disclosure Schedules, there are no Actions actions, suits, claims, investigations or other legal proceedings pending or, to the CompanySeller’s Knowledge, threatened (a) against or by the any Group Company or affecting any of its properties or assets; or assets (b) against or by the Company that challenges or seeks against any Selling Party or any Affiliate thereof and relating to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, to the any Group Company’s Knowledge, may give rise to, or serve as a basis for, any such Action).

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a4.12(a) of the Disclosure Schedules, there are no Actions actions, suits, claims, investigations or other legal proceedings pending or, to the Company’s Knowledge, threatened (a) against or by the any Company or affecting any of its properties or assets; , or (b) against or by the Company that challenges or seeks to preventany manager, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist thatdirector, officer, employee or, to the Company’s Knowledge, may give rise to, other representative (in their capacities as such) of any of the Companies (or serve as by or against a basis for, Seller or any such ActionAffiliate thereof and relating to any Company).

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a3.08(a) of the Disclosure Schedules, there are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; or assets (b) against or by or against the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, any Affiliate thereof and relating to the Company’s Knowledge, may give rise to, or serve as a basis for, any such Action).

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a3.18(a) of the Disclosure Schedules, there are no Actions pending or, to the CompanySeller’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; or assets (b) against or by the Company that challenges or seeks to prevent, enjoin against Seller or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, any Affiliate thereof and relating to the Company’s Knowledge), may give rise toand at all times during the past five (5) years, none of the Company, Seller or serve as any Affiliate thereof has been a basis for, party to any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a4.15(a) of the Disclosure Schedules, there are no Actions pending or, to the Company’s KnowledgeKnowledge of Enterprises, threatened (ai) against or by Enterprises, the Company affecting or any of its their respective stockholders, directors or officers (in such capacity), (ii) affecting Enterprises’ or the Company’s properties or assets; assets or (biii) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, to the Company’s Knowledge, may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a3.12(a) of the Disclosure Schedules, there are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company or any Affiliate (including any Subsidiary) affecting any of its the properties or assets; or (b) against or by assets of the Company or any Subsidiary, or that challenges challenge or seeks seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, to the Company’s Knowledge, that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth identified in Section 3.17(a4.16(a) of the Disclosure Schedules, there are no Actions pending actions, suits, claims, investigations, arbitration, mediations or other legal proceedings involving the Company or, to the CompanySeller’s Knowledge, threatened (a) against or by the Company Company, in either case affecting any of its the Company’s properties or assets; or assets (b) against or by the Company that challenges or seeks to prevent, enjoin against Seller or otherwise delay the transactions contemplated by this Agreement. No event has occurred any Shareholder or circumstances exist that, any Affiliate thereof and relating to the Company’s Knowledge), may give rise toeither pending currently or since January 1, or serve as a basis for, any such Action2012.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a4.14(a) of the Disclosure Schedules, there are no Actions pending or, to the Knowledge of the Company’s Knowledge, threatened (a) against any of the Acquired Companies or by the Company affecting any of its their properties or assets; or (b) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, to the Company’s Knowledge, may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a) of the Disclosure Schedules, there are no Actions pending or, to the Company’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets; or (b) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, to the Company’s Knowledge, 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 on Schedule 3.17(a) of the Disclosure Schedules), there are no Actions pending or, to the Company’s Knowledge, threatened (a) threatened, against or by the Company or any of its Subsidiaries: (a) affecting any of its owned properties or assets; or (b) against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that, to To the Company’s Knowledge, no event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such ActionAction against the Company or any of its Subsidiaries.