Common use of Proceedings; Orders Clause in Contracts

Proceedings; Orders. Except as set forth in Part 2.27 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Assets (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 2.27 of the Disclosure Schedule, 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 2.27 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Shareholders and the Seller have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Shareholder or the Seller has access) that relate to the Proceedings identified in Part 2.27 of the Disclosure Schedule. There is no Order to which the Seller, or any of the assets owned or used by the Seller, is subject; and neither the Shareholders nor any other Related Party is subject to any Order that relates to the Seller's business or to any of the assets of the Seller. To the best of the knowledge of the Seller and the Shareholder, no employee of the Seller is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the business of the Seller. 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, net income or prospects of the Seller or on the ability of the Shareholder or the Seller to comply 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. Except as set forth in Part 2.27 2.21 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Assets (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 2.27 2.21 of the Disclosure Schedule, 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 2.27 2.21 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Shareholders Parent, Principal Shareholder and the Seller have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholder Parent or the Seller has access) that relate to the Proceedings identified in Part 2.27 2.21 of the Disclosure Schedule. There is no Order to which the Seller, or any of the assets owned or used by the Seller, is subject; and neither the Shareholders Parent, Principal Shareholder nor any other Related Party is subject to any Order that relates to the Seller's ’s business or to any of the assets of the Seller. To the best of the knowledge of Parent’s, the Seller Principal Shareholder’s and the ShareholderSeller’s knowledge, no employee of the Seller is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the business of the Seller. 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, net income or prospects of the Seller or on the ability of the any Shareholder or the Seller to comply 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. Except as set forth in Part 2.27 2.23 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (i) that involves the Seller Sellers or the General Partners or that otherwise relates to or might affect the business of the Seller Sellers or any of the Assets (whether or not the Seller is Sellers are 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 2.27 2.23 of the Disclosure Schedule, 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 2.27 2.23 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the SellerSellers. The Shareholders General Partners and the Seller Sellers have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholder General Partners or the Seller has Sellers have access) that relate to the Proceedings identified in Part 2.27 2.23 of the Disclosure Schedule. There is no Order to which the SellerSellers, or any of the assets owned or used by the SellerSellers, is subject; and neither none of the Shareholders nor General Partners or any other Related Party is subject to any Order that relates to the Seller's Sellers' business or to any of the assets of the SellerSellers. To the best of the knowledge of the Seller Sellers and the ShareholderGeneral Partners, no employee of the Seller Sellers is subject to any Order that may prohibit such employee from engaging in or continuing any conduct, activity or practice relating to the business of the SellerSellers. 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, net income or prospects of the Seller Sellers or on the ability of the Shareholder any General Partner or the Seller Sellers to comply 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. Except as set forth in Part 2.27 of the Disclosure Schedule, there There is no pending Proceeding, and no Person has threatened to commence any Proceeding: (ia) that involves the Seller or that otherwise relates to or might could reasonably be expected to affect the business of the Seller or any of the Assets (whether or not the Seller is named as a party thereto); or (iib) 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 2.27 To the best of the Disclosure Scheduleknowledge of the Seller, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might could reasonably be expected to directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding. Except as set forth in Part 2.27 of the Disclosure Schedule, no No Proceeding has ever been commenced by or against the Seller (x) since January 1, 2000 and that involved the Assets or (y) that could reasonably be expected to impair the Seller’s ability to satisfy any of its covenants or obligations contained in the Transactional Agreements or to consummate the Transactions. The Shareholders and the Seller have has delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Shareholder or any of the Seller has access) that relate to the Proceedings identified in Part 2.27 2.26 of the Seller Disclosure Schedule. There is no Order to which the Seller, or any of the assets owned Assets are subject or used by which could reasonably be expected to impair the Seller, is subject’s ability to consummate any of the Transactions; and neither the Shareholders nor any other no Related Party is subject to any Order that relates to the Seller's ’s business as it was previously conducted or to any of the assets of the SellerAssets. To the best of the knowledge of the Seller and the ShareholderSeller, no employee of the Seller is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the business of that such employee engaged in while employed by the Seller. There is no proposed Order that, if issued or otherwise put into effect, (i) may could reasonably be expected to have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income Assets or prospects Liabilities of the Seller or on the ability of the Shareholder or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (ii) may could reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.27 of the Disclosure Schedule, there There is no pending Proceeding, and and, to the best of the knowledge of the Seller, no Person has threatened to commence any Proceeding: (i) that involves the Seller Seller, its Juniper Valley Farms Dairy Business or that otherwise relates to or might affect the business Juniper Valley Farms Dairy Business of the Seller or any of the Assets (whether or not the Seller is named as a party thereto)Assets; 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 2.27 To the best of the Disclosure Scheduleknowledge of the Seller, 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 , other than notices regarding product dating issues in Part 2.27 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Shareholders New York City and the Seller have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Shareholder or the Seller has access) that relate to the Proceedings identified in Part 2.27 of the Disclosure ScheduleFlorida. There is no Order to which the Seller's Juniper Valley Farms Dairy Business, or any of the assets owned or used by the Seller, is subjectAssets; and neither the Shareholders nor any other no Related Party is subject to any Order that relates to the Seller's business Juniper Valley Farms Dairy Business or to any of the assets of the SellerAssets. To the best of the knowledge of the Seller and the ShareholderSeller, no employee of the Seller is subject to any Order that may prohibit such officer or employee from engaging in or continuing any conduct, activity or practice relating to the business Juniper Valley Farms Dairy Business of the Seller. There To the best of the knowledge of the Seller, there is no proposed Order that, if issued or otherwise put into effect, (i) may have an a material adverse effect on the business, condition, assets, liabilities, operations, financial performance, performance or net income or prospects of the Seller or on the ability of the Shareholder or the Seller to comply 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. Except as set forth in Part 2.27 2.23 of the Disclosure Schedule, there is no pending Proceeding, and no Person has threatened to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Assets (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 2.27 2.23 of the Disclosure Schedule, 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 2.27 2.23 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Shareholders and the Seller have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Shareholder Shareholders or the Seller has access) that relate to the Proceedings identified in Part 2.27 2.23 of the Disclosure Schedule. There is no Order to which the Seller, or any of the assets owned or used by the Seller, is subject; and neither none of the Shareholders nor or any other Related Party is subject to any Order that relates to the Seller's ’s business or to any of the assets of the Seller. To the best of the knowledge of the Seller and the ShareholderShareholders, no employee of the Seller is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the business of the Seller. 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, net income or prospects of the Seller or on the ability of the any Shareholder or the Seller to comply 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. Except as set forth in Part 2.27 of the Disclosure Schedule, there There is no pending Proceeding, and to the Knowledge of the Seller, no Person has threatened to commence any Proceeding: (i) that involves the Seller or any Subsidiary or that otherwise relates to or might affect the business of the Seller or any Subsidiary or any of the Assets or the Chinese Assets (whether or not the Seller or any Subsidiary 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 2.27 To the best of the Disclosure ScheduleSeller’s Knowledge, 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 2.27 of the Disclosure Schedule, no No Proceeding has ever been commenced by or against the Seller. The Shareholders and the Seller have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Shareholder or the Seller has access) that relate to the Proceedings identified in Part 2.27 of the Disclosure Scheduleany Subsidiary. There is no Order to which the SellerSeller or any Subsidiary, or any of the assets owned or used by the SellerSeller or any Subsidiary, is subject; and neither the Shareholders nor any other no Related Party is subject to any Order that relates to the Seller's ’s or any Subsidiary’s business or to any of the assets Assets or any of the Chinese Assets. To the Knowledge of the Seller. To the best of the knowledge of the Seller and the Shareholder, no employee of any Subsidiary or officer or director of the Seller is subject to any Order that may prohibit employee such employee, officer or director from engaging in or continuing any conduct, activity or practice relating to the business of the SellerSeller or any Subsidiary. There is no proposed Order that, if issued or otherwise put into effect, (i) may have an adverse effect on the business, condition, assetsAssets, liabilitiesChinese Assets, Liabilities, operations, financial performance, net income or prospects of the Seller or any Subsidiary or on the ability of the Shareholder any Subsidiary or the Seller to comply 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. Except as set forth in Part 2.27 of the Disclosure Schedule, there There is no pending Proceeding, and no Person has has, to the Knowledge of Seller, threatened to commence any Proceeding: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Assets (whether or not the Seller is named as a party thereto)Seller; 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 2.27 of the Disclosure ScheduleTo Seller’s Knowledge, 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 2.27 of the Disclosure Schedule, no Proceeding No Proceeding has ever been commenced by or against the Seller. The Shareholders and the Seller have has delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Shareholder or the Seller has access) that relate to the Proceedings identified in Part 2.27 2.26 of the Disclosure Schedule. There is no Order to which the Seller, or any of the assets owned or used by the Seller, is subject; and neither and, to the Shareholders nor any other Knowledge of Seller, no Related Party is subject to any Order that relates to the Seller's ’s business or to any of the assets of the Seller. To the best Knowledge of the knowledge of the Seller and the ShareholderSeller, no employee of the Seller Continuing Employee is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the business of the Seller or the business of the Purchaser at or after the Closing. To Seller. There ’s Knowledge, there is no proposed Order that, if issued or otherwise put into effect, (iY) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Seller or on the ability of the Shareholder or the Seller to comply with or perform any covenant or obligation under any of the Transactional Agreements, or (iiZ) may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.

Proceedings; Orders. Except as set forth in Part 2.27 of the Disclosure Schedule, there There is no pending Proceeding, and and, to the knowledge of the Seller, no Person has threatened to commence any ProceedingProceeding against the Seller: (i) that involves the Seller or that otherwise relates to or might affect the business of the Seller or any of the Assets (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 2.27 2.25 of the Seller Disclosure Schedule, no event has occurred, and no claim, dispute or other condition or circumstance exists, that that, to the knowledge of the Seller, 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 2.27 of the Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Shareholders and the Seller have delivered to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which the Shareholder or the Seller has access) that relate to the Proceedings identified in Part 2.27 of the Disclosure Schedule. There is no Order to which the Seller, or any of the assets owned or used by the Seller, is subject; and neither and, to the Shareholders nor any other knowledge of the Seller, no Related Party is subject to any Order that relates to the Seller's ’s business or to any of the assets of the Seller. To the best of the knowledge of the Seller and the ShareholderSeller, no employee of the Seller is subject to any Order that may prohibit employee from engaging in or continuing any conduct, activity or practice relating to the business of the Seller. There is no proposed Order requested in any Proceeding that, if issued or otherwise put into effect, (i) may have an adverse a Material Adverse Effect or materially adversely effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Seller or on the ability of the Shareholder or the Seller to comply 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.