Common use of Material Claims Clause in Contracts

Material Claims. Except as set forth in Schedule 5.8, there is no litigation, suit, action, proceeding or claim pending or, to the knowledge of Seller, proposed or threatened against the Company or the Subsidiary that (a) affects the Company, the Subsidiary or the Assets and could, individually or in the aggregate, if pursued or resulting in a judgment against the Company or the Subsidiary, reasonably be expected to have a Material Adverse Effect, or (b) seeks restraint, prohibition, or other injunctive relief in connection with this Agreement or the consummation of the transactions contemplated hereby. Except as set forth in Schedule 5.8, there is no judgment, decree, injunction, order, determination, award, finding or letter of deficiency of any Governmental Authority or arbitrator outstanding with respect to the Agreement or against the Company, the Subsidiary or, to the knowledge of Seller, any of the Assets, except in each case that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.