Common use of Proceedings; Orders Clause in Contracts

Proceedings; Orders. Except as set forth in Part 2.25 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members 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 2.25 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members 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 2.25 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against the Seller. The Members 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 Members or the Seller has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 of the Seller Disclosure Schedule. There is no Order to which the Seller, or any of the assets owned or used by the Seller, is subject; and none of the Members or 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 Members, 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 or net income of the Seller or on the ability of any Member 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 2.25 of the Seller Target Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members Shareholders no Person has threatened to commence any Proceeding: (i) that involves the Seller any Target Company or that otherwise relates to or might affect the business of the Seller or any of the Assets Target Company (whether or not the Seller any Target Company 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 2.25 of the Seller Target Disclosure Schedule, to the best of the knowledge of the Seller and the Members Shareholders 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 2.25 of the Seller Target Disclosure Schedule, no Proceeding has ever been commenced by or against the Sellerany Target Company since January 1, 2000. The Members and the Seller Shareholders have delivered or made available to the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members Shareholders or any of the Seller Target Companies has access and which are not subject to the attorney client privilege or work product doctrine) that relate to the Proceedings identified in Part 2.25 of the Seller Target Disclosure Schedule. There is no Order to which the Sellerany Target Company, or any of the assets owned or used by the Sellerany Target Company, is subject; and none of the Members Shareholders or any other Related Party is subject to any Order that relates to any of the Seller's Target Companies' business or to any of the assets of the Sellerany Target Company. To the best of the knowledge of the Seller and the MembersShareholders, no employee of the Seller any Target Company 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 Sellerapplicable Target Company. 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 Seller any Target Company or on the ability of any Member or the Seller Shareholder 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 2.25 of the Seller Disclosure Schedule, there is no pending Proceeding, and to the best of the knowledge of the Seller and the Members no Person to Seller's Knowledge has threatened to commence any Proceeding: (i) that involves any member of the Seller Group or that otherwise relates to or might affect the business of any member of the Seller Group or any of the Assets assets of any member of the Seller Group (whether or not any member of the Seller Group 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 2.25 of the Seller Disclosure Schedule, to the best of the knowledge of the Seller and the Members 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 2.25 of the Seller Disclosure Schedule, no Proceeding has ever been commenced by or against any member of the SellerSeller Group. The Members and the Seller have has delivered to (or made available for inspection by) the Purchaser accurate and complete copies of all pleadings, correspondence and other written materials (to which any of the Members or the Seller has access and which are not subject to the attorney client privilege or work product doctrineaccess) that relate to the Proceedings identified in Part 2.25 of the Seller Disclosure Schedule. There To Seller's Knowledge, there is no Order to which any member of the SellerSeller Group, or any of the assets owned or used by any member of the SellerSeller Group, is subject; and none of the Members or 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 any member of the Seller and the Members, 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 SellerGroup. 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 performance, net income or prospects of any member of the Seller Group or on the ability of any Member or the Seller or any other member of the Seller Group 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.