Common use of Proceedings and Judgments Clause in Contracts

Proceedings and Judgments. 3.19.1 Except as set forth on Schedule 3.19: (i) no Proceeding is currently pending or, to the knowledge of Seller or the Company, threatened, nor has any Proceeding occurred at any time since the Formation Date, to which the Company was a party, or by which the Company or any Assets or Business of the Company are or were affected; (ii) no Judgment is currently outstanding, nor has any Judgment been outstanding at any time against the Company since the Formation Date, or by which any of the Company or any Assets or Business of the Company are or were affected; and (iii) no breach of contract, breach of warranty, tort, negligence, infringement, product liability, discrimination, wrongful discharge, statutory or other claim or charge of any nature has been asserted or, to the knowledge of Seller and the Company, threatened by or against any of the Company at any time since the Formation Date, and, to the knowledge of Seller or the Company, there is no reasonable basis for any such claim. Except as set forth on Schedule 3.19, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, directly or indirectly, give rise to or serve as a basis for the commencement of any Proceeding described in this Section 3.19.1.

Appears in 1 contract

Samples: Purchase Agreement (Providence Service Corp)

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Proceedings and Judgments. 3.19.1 (a) Except as set forth on Schedule 3.19SCHEDULE 3.21, other than Proceedings which have settled or been finally and fully determined and in connection with which the Acquired Companies have no further or ongoing obligation: (i) no Proceeding is currently pending orpending, or to the knowledge best of Seller or the CompanySeller's and Parent's knowledge, threatened, nor has any Proceeding occurred at any time since the Formation DateJanuary 1, 2000, to which the any Acquired Company is or was a party, or by with respect to which the any Acquired Company or any Assets or Business business of any Acquired Company is or was the Company are or were affectedsubject; (ii) no Judgment is currently outstanding, nor has any Judgment been outstanding at any time since January 1, 2000, against the Company since the Formation Dateany Acquired Company, or by which any of the Acquired Company or any Assets or Business business of the any Acquired Company are is or were was affected; and (iii) no breach of contract, breach of warranty, tort, negligence, infringement, product liability, discrimination, wrongful discharge, statutory discharge or other claim or charge of any nature has been asserted orasserted, to the knowledge best of Seller and the CompanySeller's knowledge, or threatened by or against any of the Acquired Company at any time since the Formation DateJanuary 1, and2000, to the knowledge of Seller or the Company, and there is no reasonable basis for any such claim. Except as set forth on Schedule 3.19SCHEDULE 3.21, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, might directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any Proceeding described in this Section 3.19.13.21(a).

Appears in 1 contract

Samples: Purchase Agreement (Berkeley Technology LTD)

Proceedings and Judgments. 3.19.1 (a) Except as set forth on Schedule 3.194.20: (i) no Proceeding is currently pending or, to the knowledge Knowledge of Seller or the Company, threatened, nor has any Proceeding occurred or been pending at any time since the Formation DateDate (provided, however, with respect to Equal Employment Opportunity Commission Claims only during the prior two year period) of such Acquired Company, to which the any Acquired Company is or was a party, or by which the Company or any Assets or Business of the Company are or were affected; (ii) no Judgment is currently outstanding, nor has any Judgment been outstanding at any time against the Company since the Formation Date, or by which any Date of such Acquired Company against each of the Company or any Assets or Business of the Company are or were affectedAcquired Companies; and (iii) no breach of contract, breach of warranty, tort, negligence, infringement, product liability, discrimination, wrongful discharge, statutory unfair labor practice, OSHA complaint or other claim or charge of any nature has been asserted or, to the knowledge Knowledge of Seller and the Company, threatened by or against any of the Acquired Company at any time since the Formation DateDate of such Acquired Company, and, and to the knowledge Knowledge of Seller or the Company, there is no reasonable basis for any such claim. Except as set forth on Schedule 3.194.20, to the Knowledge of Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, might directly or indirectly, indirectly give rise to or serve as a basis for the commencement of any Proceeding described in this Section 3.19.14.20(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gsi Commerce Inc)

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Proceedings and Judgments. 3.19.1 (a) Except as set forth on Schedule 3.19: Section 6.13 of the Acquiror Disclosure Schedule, (i) no Proceeding is currently pending or, to the knowledge of Seller or the CompanyAcquiror’s knowledge, threatened, nor has any Proceeding occurred at any time since the Formation DateDecember 31, 2005, to which the any Acquiror Company is or was a party, or by which the any Acquiror Company or any material Assets or Business business of the any Acquiror Company are is or were was affected; , (ii) no Judgment is currently outstanding, nor has any Judgment been outstanding at any time since December 31, 2005, against the Company since the Formation Dateany Acquiror Company, or by which any of the Acquiror Company or any Assets or Business business of the any Acquiror Company are is or were affected; was affected and (iii) no breach of contract, breach of warranty, tort, negligence, infringement, product liability, discrimination, wrongful discharge, statutory discharge or other claim or charge of any nature has been asserted or, to the knowledge of Seller and the CompanyAcquiror’s knowledge, threatened by or against Acquiror or any of the Company Acquiror Subsidiary at any time since the Formation DateDecember 31, and, to the knowledge of Seller or the Company, there is no reasonable basis for any such claim2005. Except as set forth on Schedule 3.19Section 6.13 of the Acquiror Disclosure Schedule, to Acquiror’s knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, directly or indirectly, would reasonably be expected to give rise to or serve as a basis for for, directly or indirectly, the commencement of any Proceeding described in this Section 3.19.16.13(a).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edgar Online Inc)

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