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 Target Company’s Knowledge, threatened (i) against or by the Target Company affecting any of its properties or assets; or (ii) against or by the Target 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 may give rise to, or serve as a basis for, any such Action.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.)

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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 Target Company’s Knowledge, threatened (i) against or by the Target Company affecting any of its properties or assets; or (ii) against or by the Target Company 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.

Appears in 3 contracts

Samples: Equity Purchase Agreement (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.), Equity Purchase Agreement (AIRO Group, Inc.)

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 Target Company’s Knowledge, threatened (ia) against or by the Target Company affecting any of its properties or assets; or (iib) against or by the Target 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, occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (SRAX, Inc.)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a4.16(a) of the Disclosure Schedules, there are no Actions pending or, to the Target Company’s Knowledge, threatened (ia) against or by the Target Company affecting any of its properties or assets; or (iib) against or by the Target 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, occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Digital Brands Group, Inc.), Membership Interest Purchase Agreement (Digital Brands Group, Inc.), Membership Interest Purchase Agreement (Digital Brands Group, Inc.)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a3.16(a) of the Disclosure Schedules, there are no Actions pending or, to the Target Company’s Knowledge, threatened (i) against or by the Target Company relating to or affecting any of its properties the Business, the Purchased Assets or assetsthe Assumed Liabilities; or (ii) against or by the Target Company that challenges challenge or seeks seek 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Aspen Group, Inc.)

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 Target Company’s Knowledge, threatened (ia) against or by the Target Company affecting any of its properties or assets; or (iib) against or by the Target 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, occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GigCapital2, Inc.)

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 Target Company’s Knowledge, threatened (ia) against or by the Target Company affecting any of its properties or assets; or (iib) against or by the Target Company 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mobiquity Technologies, Inc.)

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 Target Company’s Knowledge, threatened (i) against or by the Target Company or any Affiliate (including any Subsidiary) affecting any of its the properties or assets; assets of the Company or (ii) against any Subsidiary, or by the Target Company that challenges challenge or seeks seek 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Jones Soda Co)

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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 Target Company’s 's Knowledge, threatened (ia) against or by the Target Company affecting any of its properties or assets; or (iib) against or by the Target Company 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Item 9 Labs Corp.)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(adisclosed herein (Schedule 3.10(a)) of the Disclosure Schedules, there are no Actions pending or, to the Target Company’s Target's Knowledge, threatened (ia) against or by the Target Company affecting any of its properties or assets; or (iib) against or by the Target Company 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cruzani, Inc.)

Legal Proceedings; Governmental Orders. (a) Except as set forth in Section 3.17(a) of the Disclosure Schedules, there There are no Actions pending or, to the Target Company’s Knowledge, or threatened (i) against or by the Target: (i) relating to or affecting the Business, the License or the Target Company affecting any of its properties or assetsShares; or (ii) against that challenge or by the Target Company that challenges or seeks 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.

Appears in 1 contract

Samples: Share Purchase Agreement (TOP Financial Group LTD)

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 Target Company’s 's Knowledge, threatened (ia) against or by the Target Company affecting any of its properties or assets; or (iib) against or by the Target Company 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Body & Mind Inc.)

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