Litigation and Governmental Orders. As of the date of this Agreement, (i) there are no Actions pending against Parent, Merger Sub or any other Subsidiaries of Parent (“Parent Subsidiaries”), or any of the assets or properties of Parent, Merger Sub or any Parent Subsidiaries, or any of the directors or officers of Parent, Merger Sub or any Parent Subsidiaries in their capacity as directors or officers of Parent, Merger Sub or any Parent Subsidiaries that would have a material adverse effect on the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or consummate the transactions contemplated by this Agreement and (ii) Parent, Merger Sub and the Parent Subsidiaries and their respective assets and properties are not subject to any material Governmental Order that would prevent either Parent or Merger Sub from performing its respective obligations under this Agreement or consummating the transactions contemplated by this Agreement.
Litigation and Governmental Orders. Except as set forth in ---------------------------------- Section 4.11 of the Company Disclosure Schedule, as of the date hereof, (i) there are no Actions pending or, to the Knowledge of the Company, threatened against the Company or any Company Subsidiary, or any of the assets or properties of the Company or any Company Subsidiary, that would have a Material Adverse Effect, and (ii) the Company, each Company Subsidiary and their respective assets and properties, are not subject to any material Governmental Order relating specifically to the Company, any Company Subsidiary or any of their respective assets or properties.
Litigation and Governmental Orders. (a) There is no Action pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its assets or properties that if determined or resolved adversely in accordance with the plaintiff’s demands would reasonably be expected to be, individually or in the aggregate, material to the Company or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement and (b) neither the Company nor its assets and properties are subject to any material Governmental Order relating to the Company or any of its assets or properties. To the extent that any particular matter covered by this Section 4.10 is covered by Section 4.13, Section 4.13 shall prevail with respect to such matter.
Litigation and Governmental Orders. (i) There is no Action (or any basis therefor) pending against Parent, Merger Sub or any other Subsidiaries of Parent (“Parent Subsidiaries”) that could reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to perform its respective obligations under this Agreement or consummate the transactions contemplated by this Agreement and
Litigation and Governmental Orders. There are no Actions pending or, to the Knowledge of the Company, threatened against the Company, any of the assets or properties of the Company, or any of the board members and officers of the Company in their capacity as board members or officers of the Company. Neither the Company nor any of the Company’s assets and properties is subject to any Governmental Order.
Litigation and Governmental Orders. As of the date of this Agreement, there are no material Actions pending or of which Parent has received written notice against Parent, Merger Sub or any Subsidiaries of Parent ("Parent Subsidiaries"), or any of the assets or properties of Parent, Merger Sub or any Parent Subsidiaries, that would (x) prevent either Parent or Merger Sub from performing its obligations under this Agreement, (y) prevent either Parent or Merger Sub from consummating the transactions contemplated hereby, or (z) reasonably be expected to result in a Parent Material Adverse Effect. Parent, Merger Sub and Parent Subsidiaries and their respective assets and properties are not subject to any material Governmental Order that would prevent either Parent or Merger Sub from performing its obligations under this Agreement or consummating the transactions contemplated hereby.
Litigation and Governmental Orders. There are no material Actions pending or, to the Knowledge of the Company, threatened against the Acquired Companies, or against any Affiliate of Seller or any Acquired Company relating to the Business, and none of the Acquired Companies, their Assets, or the Business are subject to any material Governmental Order relating specifically to the Acquired Companies or any of their Assets.
Litigation and Governmental Orders. There is no Action pending against or, to the knowledge of Buyer, threatened (in writing) against Buyer, any of its properties or any of its directors, officers or employees (in their capacity as such) before (or in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority that, if determined or resolved adversely in accordance with the plaintiff’s demands, would have, individually or in the aggregate, a material adverse effect on the ability of Buyer to consummate the transactions contemplated by, or perform its obligations under, this Agreement or in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement and the other Transaction Documents. None of Buyer or any of its Affiliates is subject to any Order that in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement or the other Transaction Documents.
Litigation and Governmental Orders. Except as set forth on Schedule 4.10 of the Company Disclosure Schedule, as of the date of this Agreement, (a) there are no Actions pending or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries, any of the assets or properties of the Company or its Subsidiaries, or any of the Management Committee members or officers of the Company or its Subsidiaries in their capacity as such where the amount in controversy is greater than $50,000 and (b) the Company and its Subsidiaries and their respective assets and properties are not subject to any material Governmental Order relating specifically to the Company or any of its Subsidiaries or any of their respective assets or properties. Notwithstanding anything in this Agreement to the contrary, this Section 4.10 specifically excludes representations and warranties involving litigation and Governmental Orders relating to (i) Taxes, which are the subject of Section 4.9, (ii) Intellectual Property, which are the subject of Section 4.13, or (iii) environmental matters, which are the subject of Section 4.18.
Litigation and Governmental Orders. As of the date of this Agreement, (a) there are no material Actions pending against Buyer, Merger Sub or any other Affiliates of Buyer (“Buyer Subsidiaries”), or any of the assets or properties of Buyer, Merger Sub, or any Buyer Subsidiaries or any of the directors, officers, managers or members of Buyer, Merger Sub or any Buyer Subsidiaries in their capacity as directors, officers, managers or members of Buyer, Merger Sub or any Buyer Subsidiary that would have a material adverse effect on the ability of Buyer or Merger Sub to perform their obligations under this Agreement or consummate the transactions contemplated by this Agreement and (b) Buyer, Merger Sub and the Buyer Subsidiaries and their respective assets and properties are not subject to any Governmental Order that would have a material adverse effect on the Buyer’s or Merger Sub’s ability to perform their obligations under this Agreement or consummate the transactions contemplated by this Agreement.
