Proceedings; Orders Sample Clauses
The "Proceedings; Orders" clause outlines the procedures and requirements for legal actions and court orders related to the agreement. It typically specifies how parties must notify each other of any legal proceedings, the obligations to comply with court orders, and may address how judgments or injunctions are handled. This clause ensures that both parties are aware of and can respond appropriately to legal developments, thereby promoting transparency and minimizing the risk of default or non-compliance with judicial directives.
Proceedings; Orders. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Purchaser no Person has threatened to commence any Proceeding: (i) that involves the Purchaser or ISx or that otherwise relates to or might affect the business of the Purchaser or ISx (whether or not the Seller is named as a party thereto); or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Transactions. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, to the best of the knowledge of the Purchaser no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 3.10 of the Purchaser Disclosure Schedule, no Proceeding has ever been commenced by or against the Purchaser or ISx. The Purchaser has delivered to the Seller accurate and complete copies of all pleadings, correspondence and other written materials (to which the Purchaser has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 3.10 of the Purchaser Disclosure Schedule. There is no Order to which the Purchaser or ISx, or any of the assets owned or used by the Purchaser or ISx, is subject; and neither the Purchaser nor ISx is subject to any Order that relates to their respective business or to any of the assets of the Purchaser or ISx. To the best of the knowledge of the Purchaser, no employee of the Purchaser or ISx is subject to any Order that may prohibit the employee from engaging in or continuing any conduct, activity or practice relating to the business of the Purchaser or ISx, respectively. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance or net income of the Purchaser or ISx or on the ability of the Purchaser with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.
Proceedings; Orders. (a) There is no pending Proceeding and, to the Company’s Knowledge, no Person has threatened to commence any Proceeding:
(i) to which Company is a party or which directly relates to any of the assets owned or used by the Company (whether or not the Company is named as a party thereto) and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding; or
(ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Acquisition or the Company’s ability to comply with or perform its obligations and covenants under this Agreement or any of the other Transaction Agreements and, to the Company’s Knowledge, no event has occurred, and no claim, dispute or other condition or circumstance exists, that would be reasonably expected to give rise to, or serve as a reasonable basis for, the commencement of any such Proceeding.
(b) Within the last five years, no material Proceeding has been commenced by or against the Company and, to the Company’s Knowledge, no such Proceeding has been threatened.
(c) There is no Order to which the Company, or any of the assets owned by the Company, is subject.
(d) To the Company’s Knowledge, neither the General Partner nor any officer, employee, or contractor of the Company or of the General Partner, is subject to any Order that prohibits the General Partner, officer, employee or contractor of the Company or the General Partner from engaging in or continuing any conduct, activity or practice relating to the Company’s business.
(e) There is no proposed Order that, if issued or otherwise put into effect (i) would or could reasonably be expected to have a Material Adverse Effect or (ii) would otherwise have the effect of preventing, delaying, making illegal or otherwise interfering with the Acquisition.
Proceedings; Orders. (a) There is no pending Proceeding, and, to the Knowledge of the Company, no Person has threatened to commence any Proceeding, that involves the Company, any Seller or any of the Assets or that challenges, or that could be reasonably expected to have the effect of preventing, delaying or making illegal any of the Transactions. To the Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could be reasonably expected to give rise to or serve as a basis for the commencement of any such Proceeding. The Company made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials to which the Company has access that relate to Proceedings identified in Schedule 2.23(a).
(b) There is no Order to which the Company or any of the Assets is subject.
(c) To the Knowledge of the Company, no director, officer or employee of the Company is subject to any Order that prohibits such director, officer or employee from engaging in or continuing any conduct, activity or practice relating to the Business of the Company.
(d) To the Knowledge of the Company, there is no proposed Order that, if issued or otherwise put into effect, could reasonably be expected to have a material adverse effect on the Business or may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.
Proceedings; Orders. 11 2.21 Authority; Binding Nature of Agreements...................................................... 11 2.22 Non-Contravention; Consents.................................................................. 11 2.23 Brokers...................................................................................... 12 2.24
Proceedings; Orders. Each Seller represents to the applicable Buyer that except as would not reasonably be expected to result in a Material Adverse Effect, and except for the pendency of the Bankruptcy Cases (and except with respect to compliance with Environmental Laws, which is covered by Section 4.15), there are no Proceedings or Governmental Orders pending against such Sale Company or such Asset Sellers or, to the Knowledge of each Seller, the JV Companies, and to the Knowledge of each Seller there are no Proceedings or Governmental Orders threatened against any of such Sale Company, such Asset Sellers or the JV Companies with respect to its applicable Business.
Proceedings; Orders. There are no Proceedings pending or, to Buyer’s Knowledge, threatened against Buyer that would prohibit, restrict or delay in any material respect the consummation of the transactions contemplated hereby. There are currently no outstanding Orders against Buyer that would prohibit, restrict or delay in any material respect the consummation of the transactions contemplated hereby.
Proceedings; Orders. There is no pending Proceeding, and, to the knowledge of the Sellers, no Governmental Body has threatened to commence any Proceeding: (a) that could reasonably materially adversely affect the Enterprise Search Business or any of the Covered Assets (whether or not any Parent Entity is named as a party thereto); or (b) that could reasonably be expected to have the effect of preventing or making illegal any of the Transactions. To the knowledge of the Sellers, no event has occurred, and no claim, dispute or other condition or circumstance exists, that could reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. No such Proceeding has ever been commenced by or against any of the Parent Entities. Parent has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Parent Entities has access) that relate to any Proceedings identified in Part 2.15 of the Disclosure Schedule. There is no material Order to which any of the Covered Assets, Enterprise Search Contracts or Non-IP Contracts or any Seller is subject. No Order has been issued or otherwise put into effect with respect to any of the Parent Entities that, and, to the knowledge of the Sellers, no Governmental Body has threatened to issue any Order that if issued or otherwise put into effect with respect to any of the Parent Entities, (i) could reasonably be expected to have a material adverse effect on the ability of any of the Sellers to comply with or perform any covenant or obligation of the Sellers under any of the Transactional Agreements, or (ii) could reasonably be expected to have the effect of preventing or making illegal any of the Transactions.
Proceedings; Orders. Except as set forth on Section 4.9 of the DSKX Disclosure Schedule, there is no pending or, to DSKX’s Knowledge, threatened Proceeding (or any reasonable basis therefor) (i) that challenges the validity of this Agreement or any action taken or to be taken by the DSKX or Merger Sub in connection herewith or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, or (ii) that has been commenced by or against any member of the DSKX Group or any of their respective assets, officers or directors that would adversely affect the DSKX Group or the DSKX Business Assets. Except as set forth on Section 4.9 of the DSKX Disclosure Schedule, there is no Order to which any member of the DSKX Group, the DSKX Business or the DSKX Business Assets is subject.
Proceedings; Orders. There is no pending Proceeding against or involving the Purchaser or any Affiliate of the Purchaser, and, to the Knowledge of the Purchaser, no Person has threatened (in writing) to commence any Proceeding against or involving the Purchaser or any Affiliate of the Purchaser that challenges, or that may have the effect of preventing, materially delaying, making illegal or otherwise materially interfering with, any of the Transactions. To the Knowledge of the Purchaser, there is no Order that would reasonably be expected to have: (a) an adverse effect on the ability of the Purchaser or any Affiliate of the Purchaser to comply with or perform any material covenant or obligation under any of the Transactional Agreements; or (b) the effect of preventing, materially delaying, making illegal or otherwise materially interfering with any of the Transactions.
Proceedings; Orders. There is no Proceeding or investigation pending or, to the knowledge of Purchaser, threatened against Purchaser, its properties or businesses, that (i) challenges the validity of this Agreement or any action taken or to be taken by Purchaser in connection herewith, or (ii) seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, or which, individually or in the aggregate, would impair or delay the ability of Purchaser to effect the Closing. Purchaser is not subject to any Order that, individually or in the aggregate, would impair or delay the ability of Purchaser to affect the Closing.