Legal Proceedings; Outstanding Orders. Except as set forth in Schedule 5.7, there is no pending or Threatened material Proceeding (a) against Seller or any of its Affiliates or (b) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the transactions contemplated hereby. Except as disclosed in Schedule 5.7, there are no outstanding Orders against Seller or its Affiliates (other than any Order relating to rates, tariffs and similar matters arising in the ordinary course of business) that would reasonably be expected to impose any material restriction or materially burdensome requirement on the Assets or the Business following Closing.
Legal Proceedings; Outstanding Orders. Except as set forth in Schedule 5.8, there is no pending or threatened Proceeding (a) that has been commenced against Seller or the Business other than Proceedings affecting other Persons engaged in a business similar to the Business such as generic or industry-wide Proceedings, or (b) as of the date of this Agreement, that challenges, or that may have the effect of preventing, delaying, making illegal, restricting or otherwise interfering with, the transactions contemplated hereby. Schedule 5.8 lists each outstanding Order against Seller which relates to or arises out of the conduct of the Business or the ownership, condition or operation of the Business or the Assets which would be considered material to a reasonably prudent purchaser of the Business in its reasonable business judgment, other than any Orders relating to rates, tariffs and similar matters arising in the ordinary course of business and other than any Order applicable to other Persons engaged in a business similar to the Business such as generic or industry-wide Orders.
Legal Proceedings; Outstanding Orders. Except as set forth in Schedule 5.8, as of the date of this Agreement, there is no pending or Threatened Proceeding (a) that has been commenced against Seller or the Subsidiary that is reasonably likely to have an adverse financial effect on the Business of more than $400,000 or (b) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the transactions contemplated hereby. Except as disclosed in Schedule 5.8, as of the date of this Agreement, there are no outstanding Orders against Seller or the Subsidiary that relate to or arise out of the conduct of the Business or the ownership, condition or operation of the Business or the Assets (other than any Order relating to rates, tariffs and similar matters arising in the ordinary course of business) which individually or in the aggregate would have an adverse financial effect on the Business of more than $400,000.
Legal Proceedings; Outstanding Orders. Except as set forth in Section 5.7 of the Seller Disclosure Letter, as of the date hereof, to Seller’s Knowledge, there is no (a) material pending or Threatened Proceeding against Seller, PGW or PFMC related to the Business or (b) pending or Threatened Proceeding as of the date hereof, that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the transactions contemplated hereby. Except as disclosed in Section 5.7 of the Seller Disclosure Letter, to Seller’s Knowledge, there are no outstanding Orders against Seller, PGW or PFMC adversely related to the Business (other than any Order relating to rates, tariffs and similar matters arising in the ordinary course of business) that would reasonably be expected to impose any restriction or burdensome requirement on the Purchased Assets or the Business following Closing. Without limiting the generality of the foregoing, except as disclosed in Section 5.7 of the Seller Disclosure Letter, as of the date hereof, to Seller’s Knowledge, there are no pending or Threatened Proceedings or other actions or the basis therefor that would limit or impair the use or validity of any of the Rights of Way.
Legal Proceedings; Outstanding Orders. Except as set forth in Schedule 5.8, there is no pending or Threatened Proceeding (a) that has been commenced against or affecting either Seller (with respect to the Business or the Assets) other than General Proceedings, or (b) as of the date of this Agreement, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the transactions contemplated hereby. No Proceeding listed in Schedule 5.8 is reasonably likely to have a Material Adverse Effect; provided that no representation or warranty is made in this sentence with respect to the Proceedings set forth in items I.5 or I.23 in Schedule 5.8. Except as disclosed on Schedule 5.8, there is no outstanding material Order against either Seller which relates to or arises out of the conduct of the Business or the ownership, condition or operation of the Business or the Assets, other than any Orders relating to rates, tariffs and similar matters arising in the ordinary course of business (as to which there is no allegation of a violation) and other than any General Order.
Legal Proceedings; Outstanding Orders. Except as set forth in Schedule 5.8, there is no pending or Threatened Proceeding (a) that has been commenced against Seller that is reasonably likely to have a Material Adverse Effect or (b) as of the Effective Date, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the transactions contemplated hereby. Except as disclosed in Schedule 5.8, there are currently no outstanding Orders against Seller which relate to or arise out of the conduct of the Business or the ownership, condition or operation of the Business or the Assets (other than any Order relating to rates, tariffs and similar matters arising in the ordinary course of business) which individually or in the aggregate would have a Material Adverse Effect.
Legal Proceedings; Outstanding Orders. Except as set forth in Schedule 5.7, there is no pending or threatened Proceeding (i) that has been commenced against Seller that is reasonably likely to have a Material Adverse Effect, or (ii) as of the date of this Agreement, that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the contemplated transactions. Except as disclosed in Schedule 5.7, there are currently no outstanding Orders against Seller which relate to or arise out of the ownership, use, condition or operation of the Assets which individually or in the aggregate would have a Material Adverse Effect.
Legal Proceedings; Outstanding Orders. Except as set forth in Schedule 5.8, there is no pending or Threatened Proceeding (a) that has been commenced against Seller or any of its Affiliates (including any Subsidiary) that would be reasonably likely to have an adverse financial effect on the Business of more than $400,000, or otherwise would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect or (b) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the transactions contemplated hereby. Except as disclosed in Schedule 5.8, there are no outstanding Orders against Seller or its Affiliates (including any Subsidiary) that relate to or arise out of the conduct of the Business or the ownership, condition or operation of the Business or the Assets (other than any Order relating to rates, tariffs and similar matters arising in the ordinary course of business) which individually or in the aggregate would (x) have an adverse financial effect on the Business of more than $400,000 or (y) otherwise be reasonably likely individually or in the aggregate to have a Material Adverse Effect.
