Common use of Legal Proceedings; Governmental Orders Clause in Contracts

Legal Proceedings; Governmental Orders. (a) There is no claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity, (each, an "Action") pending or, to Seller's Knowledge, threatened against or by Seller (a) relating to or affecting Seller, the Purchased Assets or the Assumed Liabilities; or (b) that challenge or seek 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) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "Action"“Actions”) pending or, to Seller's Knowledgethe Sellers’ knowledge, threatened against or by Seller the Company or any Affiliate of the Company: (ai) relating to or affecting Seller, the Purchased Assets Company or any of the Assumed Liabilities; Company’s properties or assets or (bii) that challenge or seek to prevent, enjoin 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) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "Action"“Actions”) pending or, to Seller's KnowledgeSellers’ knowledge, threatened against or by Seller the Company, Sellers, or any Affiliate of Sellers: (ai) relating to or affecting Seller, the Purchased Assets Company or any of the Assumed LiabilitiesCompany’s properties or assets; or (bii) that challenge or seek to prevent, enjoin 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) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "Action"“Actions”) pending or, to Seller's Knowledge’s knowledge, threatened against or by Seller Seller: (a) relating to or affecting Seller, or potentially affecting the Business or any of the Purchased Assets or the Assumed LiabilitiesAssets; or (b) that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No ; and no event has occurred or and no circumstances exist that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "Action"“Actions”) pending or, to Seller's KnowledgeSellers’s knowledge, threatened against or by Seller Bxxx, Sellers, or any Affiliate of Sellers: (ai) relating to or affecting Seller, the Purchased Assets Brio or the Assumed Liabilitiesany of Brio’s properties or assets; or (bii) that challenge or seek to prevent, enjoin 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) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "Action"“Actions”) pending or, to Seller's Knowledge’s knowledge, threatened against or by Seller the Company, Seller, or any Affiliate of Seller: (ai) relating to or affecting Seller, the Purchased Assets Company or any of the Assumed LiabilitiesCompany's properties or assets; or (bii) that challenge or seek to prevent, enjoin 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) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "Action"“Actions”) pending or, to Seller's Knowledge’s knowledge, threatened against or by Seller Seller: (ai) relating to or affecting Sellerthe Business, the Purchased Assets Assets, or the Assumed Liabilities; or (bii) that challenge or seek to prevent, enjoin 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) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "Action"“Actions”) pending or, to Seller's Knowledge’s knowledge, threatened against or by Seller Seller, or any Affiliate of Seller: (ai) relating to or affecting Seller, Seller or the Purchased Assets or the Assumed LiabilitiesAssets; or (bii) that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or occurred, nor circumstances exist exist, that may give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summonssummonses, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "Action"“Actions”) pending or, to Seller's KnowledgePark Place’s knowledge, threatened against or by Seller Park Place or any Affiliate of Park Place: (ai) relating to or affecting Seller, the Purchased Assets Park Place or the Assumed Liabilitiesany of Park Place’s properties or assets; or (bii) that challenge or seek to prevent, enjoin 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) There is are no claimmaterial claims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each“Actions”), an "Action") pending or, to Seller's Sellers’ Knowledge, threatened threatened, against or by Seller the Company or a Seller: (ai) solely relating to or affecting Seller, the Purchased Assets Company or any of the Assumed LiabilitiesCompany’s properties or assets; or (bii) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreementconsummation of the Transactions. No To Sellers’ Knowledge, no event has occurred or circumstances exist that may would be reasonably likely to give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "Action"“Actions”) pending or, to Seller's Knowledge’s knowledge, threatened against or by Seller Seller: (ai) relating to or affecting Sellerthe Business, the Purchased Assets Assets, or the Assumed Liabilities; or (bii) that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement, each of which if determined adversely to Seller would result in a Material Adverse Effect. 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) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "Action"“Actions”) pending or, to Seller's Knowledge’s knowledge, threatened against or by Seller Seller: (a) relating to or affecting Sellerthe Business, the Purchased Assets Assets, or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin 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) a. There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "ActionActions") pending or, to Seller's Knowledgeknowledge, threatened against or by Seller Seller: (a) relating to or affecting Sellerthe Business, the Purchased Assets Assets, or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin 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) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "ActionActions") pending or, to Seller's Knowledgeknowledge, threatened against or by Seller the Company, Seller, or any Affiliate of Seller: (ai) relating to or affecting Seller, the Purchased Assets Company or any of the Assumed LiabilitiesCompany's properties or assets; or (bii) that challenge or seek to prevent, enjoin 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) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "Action"“Actions”) pending or, to Seller's KnowledgeSellers’ knowledge, threatened against or by Seller the Company, Sellers, or any Affiliate of Sellers: (ai) relating to or affecting Seller, the Purchased Assets Company or any of the Assumed LiabilitiesCompany’s properties or assets; or (bii) that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may reasonably be expected to give rise to, or serve as a basis for, any such Action.

Legal Proceedings; Governmental Orders. (a) There is To Seller’s actual knowledge, there are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "Action"“Actions”) pending or, to Seller's Knowledge, threatened against or by Seller the Company or either Seller: (ai) relating to or affecting Seller, the Purchased Assets Company or any of the Assumed LiabilitiesCompany’s properties or assets; or (bii) that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No To Seller’s actual 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) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summonssummonses, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "ActionActions") pending or, to SellerSymplefy's Knowledgeknowledge, threatened against or by Seller Symplefy or any Affiliate of Symplefy: (ai) relating to or affecting Seller, the Purchased Assets Symplefy or the Assumed Liabilitiesany of Symplefy’s properties or assets; or (bii) that challenge or seek to prevent, enjoin 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) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "Action"“Actions”) pending or, to Seller's Knowledge’s knowledge, threatened against or by Seller the Company, Sellers, or any Affiliate of Sellers: (ai) relating to or affecting Seller, the Purchased Assets Company or any of the Assumed LiabilitiesCompany’s properties or assets; or (bii) that challenge or seek to prevent, enjoin 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) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "Action"“Actions”) pending or, to Seller's Knowledge’s knowledge, threatened against or by Seller Seller: (ai) relating to or affecting Sellerthe Business, the Purchased Assets Assets, or the Assumed Liabilities; or (bii) that challenge or seek to prevent, enjoin 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) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "ActionActions") pending or, to SellerCompany's Knowledgeknowledge, threatened against or by Seller the Company, Company, or any Affiliate of Company: (ai) relating to or affecting Seller, the Purchased Assets Company or any of the Assumed LiabilitiesCompany's properties or assets; or (bii) that challenge or seek to prevent, enjoin 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) There is are no claimclaims, actionactions, cause causes of action, demanddemands, lawsuitlawsuits, arbitrationarbitrations, inquiryinquiries, auditaudits, notice notices of violation, proceedingproceedings, litigation, citationcitations, summons, subpoena subpoenas, or investigation investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equityequity (collectively, (each, an "Action"“Actions”) pending or, to Seller's Knowledge’s knowledge, threatened against or by Seller Seller: (a) relating to or affecting Seller, the Purchased Assets Assets, or the Assumed Liabilities; or (b) that challenge or seek to prevent, enjoin 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.