of the Disclosure Schedule. To the Knowledge of the Company, there are no strikes, slowdowns, work stoppages, lockouts or threats thereof by or with respect to any of the employees of the Company.
of the Disclosure Schedule. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement.
of the Disclosure Schedule. The Company Group has, and upon the Closing a member of the Company Group will have, all right, title and interest in and to, free and clear of any Lien, license, or other restriction or limitation regarding use, and have the sole and exclusive right to use (and Seller, its equityholders, and their Affiliates do not have and do not claim to have any individual right to use) all the Intellectual Property required to be disclosed on Sections 3.12(c)(i)-(iii) of the Disclosure Schedule (the “Designated Intellectual Property”) (subject to the applicable license agreements listed in Section 3.12(c)(iv) of the Disclosure Schedule), and such Intellectual Property is not subject to any outstanding Order restricting the use or licensing thereof by the Company Group, and no member of the Company Group has received any written claim challenging the validity or effectiveness of such Intellectual Property, and such Intellectual Property is valid and enforceable.
of the Disclosure Schedule. No Seller is engaged in or a party to or, to the Knowledge of BHB, threatened with any complaint, charge, Proceeding, Order, investigation or other process or procedure for settling disputes or disagreements with respect to the Company Group or the transactions contemplated by this Agreement or any Ancillary Agreement, and no Seller nor any member of the Company Group has received written notice of a claim or dispute that is reasonably likely to result in any such complaint, charge, Proceeding, Order, investigation or other process or procedure for settling disputes or disagreements with respect to the Company Group or the transactions contemplated by this Agreement or any Ancillary Agreement.
of the Disclosure Schedule. (i) the Target Companies have not generated, manufactured, handled, treated, recycled, stored, transported, disposed of, arranged for the disposal of, or released any Hazardous Substance in a manner which could reasonably be expected to give rise to material Liability to the Target Companies under Environmental Law; (ii) there has been no Environmental Release of Hazardous Substance by either Target Company on, under, to or from any property or facility currently or formerly owned, leased or occupied by the Target Companies that would reasonably be expected to result in material Liability for the Target Companies pursuant to any Environmental Laws; and (iii) to the Company’s Knowledge, there are no Hazardous Substances in, on, under, emanating from, or onto any portion of any property or facility currently or previously owned, leased, or occupied by a Target Company which requires remediation under any Environmental Law. Neither Target Company has agreed to assume any actual or potential Liability under any Environmental Laws of any other Person. The Company has provided Purchaser with access to true and correct copies of all reports, investigations, audits, and inspections in possession, custody or reasonable control of the Target Companies pertaining or relating to the Target Company’s compliance with or potential liability under any Environmental Law.
of the Disclosure Schedule. (i) Neither Target Company has received any written notice that any real property now or previously owned, operated or leased by either Target Company is listed or is proposed for listing on the National Priorities List pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Enterprise Management System (“SEMS”), or any similar state or foreign list of contaminated sites; (ii) and no Lien (other than Permitted Liens) has been filed against either the personal or real property of the Target Companies under any Environmental Law; (iii). neither Target Company is planning any material capital expenditures to comply with Environmental Law within the next twelve (12) months; and (iv), to the Company’s Knowledge, neither Target Company has generated, used, or disposed of Per- and Polyfluoroalkyl Substances (PFAS) in noncompliance with or in a manner that is reasonably likely to require remediation under Environmental Law.
of the Disclosure Schedule. The Company has not received any notice from an account debtor stating that any Account Receivable is subject to any contest, claim or set off by such account debtor. Except as set forth in Section 5.19 of the Disclosure Schedule, no Person has any Lien on Accounts Receivable or any part thereof, and no agreement for rebate, deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such Accounts Receivable.
of the Disclosure Schedule. None of the Asset Sellers or any Relevant Group that includes an Asset Seller is a party to any agreement extending the time within which to file any Tax Return that relates to the Business or the Business Assets except as disclosed in Section 4.11(c) of the Disclosure Schedule. Section 4.11(c) of the Disclosure Schedule sets forth: (i) for each Business Subsidiary, those jurisdictions in which such Business Subsidiary is, based on its current operations, subject to income, sales or similar Taxes, (ii) for each Relevant Group that includes a Business Subsidiary, those jurisdictions in which such Relevant Group is, based on its current operations and as a result of the current operations of a Business Subsidiary, subject to income, sales or similar Taxes and (iii) for each Asset Seller and each Relevant Group that includes an Asset Seller, those jurisdictions in which such Asset Seller or Relevant Group is, based on the Business or the Business Assets, subject to income, sales or similar Taxes. Since January 1, 2003, no claim has been made by any jurisdiction in which any Business Subsidiary, any Asset Seller or any Relevant Group does not file Tax Returns in respect of income, sale or similar Taxes that such Business Subsidiary, Asset Seller or Relevant Group (in the case of an Asset Seller or a Relevant Group that is a Relevant Group only because it includes an Asset Seller, as a result of the Business or Business Assets) may be subject to any such Taxes in such jurisdiction.
of the Disclosure Schedule. The Company has also delivered or made available to the Buyer a complete and accurate list of the offerees who are signatories to the Company’s standard form of offer letter since January 1, 2009, and a copy of such standard form of offer letter has heretofore been provided or made available to the Buyer. With respect to each agreement so listed: (i) the agreement is binding against the Company or the applicable Subsidiary and to the knowledge of the Company, enforceable and in full force and effect subject to the Bankruptcy and Equity Exception and (ii) none of the Company or any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such agreement.
of the Disclosure Schedule. None of the Company or any Subsidiary has received any written notice from an account debtor stating that any account receivable in an amount in excess of fifty thousand dollars ($50,000) is subject to any contest, claim or setoff by such account debtor.
