Common use of Legal Proceedings; Orders Clause in Contracts

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves the Company or any of its Subsidiaries or any Company Associate (in his or her capacity as such) or any of the material assets owned or used by the Company or any of its Subsidiaries or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions. (b) There is no Order to which the Company or any of its Subsidiaries, or any of the material assets owned or used by the Company or any of its Subsidiaries, is subject. To the Knowledge of the Company, no officer or Company Key Employee is subject to any Order that prohibits such officer or Company Key Employee from engaging in or continuing in any conduct, activity or practice relating to the Company or any of its Subsidiaries or any material assets owned or used by the Company or any of its Subsidiaries.

Legal Proceedings; Orders. (a) There As of the date of this Agreement, there is no material pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves (A) the Company or any of its Subsidiaries or Company, (B) any Company Associate (in his or her capacity as such) or (C) any of the material assets owned or used by the Company or any of its Subsidiaries Company; or (ii) that challenges, or that may would have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions. (b) Except as set forth in Section 2.15(b) of the Company Disclosure Schedule, since the Company’s inception through the date of this Agreement, no Legal Proceeding has been pending against the Company that resulted in material liability to the Company. (c) There is no Order order, writ, injunction, judgment or decree to which the Company or any of its SubsidiariesCompany, or any of the material assets owned or used by the Company or any of its SubsidiariesCompany, is subject. To the Knowledge of the Company, no officer or employees of the Company Key Employee is subject to any Order order, writ, injunction, judgment or decree that prohibits such officer or Company Key Employee employee from engaging in or continuing in any conduct, activity or practice relating to the business of the Company or any of its Subsidiaries or to any material assets owned or used by the Company or any of its SubsidiariesCompany.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding and, to the Knowledge of the Company’s Knowledge, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves the Company or any of its Subsidiaries or any Company Associate (in his or her capacity as such) or any of the material assets owned or used by the Company or any of its Subsidiaries or Subsidiaries; (ii) that challenges, or that may that, if decided adversely to the Company or any of its Subsidiaries, would reasonably be expected to have the effect of of, preventing, delaying, making illegal or otherwise interfering with, the Contemplated TransactionsOffer or the Merger; or (iii) that involves any Company Employee (in his or her capacity as such). (b) There is no Order order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries, or any of the material assets owned or used by the Company or any of its Subsidiaries, is subject. To the Knowledge of the Company’s Knowledge, no officer or other key employee of the Company Key Employee or any of its Subsidiaries is subject to any Order order, writ, injunction, judgment or decree that prohibits such officer or Company Key Employee other employee from engaging in or continuing in any conduct, activity or practice relating to the Company or any business of its Subsidiaries or any material assets owned or used by the Company or any of its Subsidiaries.

Legal Proceedings; Orders. (a) There Except as set forth in Section 2.15(a) of the Company Disclosure Schedule, there is no pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves the Company or any of its Subsidiaries or Subsidiaries, any Company Associate (in his or her capacity as such) or any of the material assets owned or used by the Company or any of its Subsidiaries Subsidiaries; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions. (b) There is no Order order, writ, injunction, judgment or decree to which the Company or any of its Subsidiaries, or any of the material assets owned or used by the Company or any of its Subsidiaries, is subject. To the Knowledge of the Company, no officer or Company other Key Employee of the Company or any of its Subsidiaries is subject to any Order order, writ, injunction, judgment or decree that prohibits such officer or Company Key Employee employee from engaging in or continuing in any conduct, activity or practice relating to the business of the Company or any of its Subsidiaries or to any material assets owned or used by the Company or any of its Subsidiaries.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves the Company or any of its Subsidiaries or Subsidiaries, any Company Associate (in his or her capacity as such) or any of the material assets owned or used by the Company or any of its Subsidiaries or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions. (b) There is no Order to which the Company or any of its Subsidiaries, or any of the material assets owned or used by the Company or any of its Subsidiaries, is subject. To the Knowledge of the Company, no officer or Company other Key Employee of the Company or any of its Subsidiaries is subject to any Order that prohibits such officer or Company Key Employee employee from engaging in or continuing in any conduct, activity or practice relating to the business of the Company or any of its Subsidiaries or to any material assets owned or used by the Company or any of its Subsidiaries.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding Proceeding, and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves the Company, any Subsidiary of Parent, any director or officer of the Company or any of its Subsidiaries or any Company Associate (in his or her capacity as such) or any of the material assets owned or used by the Company or and/or any of its Subsidiaries Subsidiary, or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Merger or any of the other Contemplated Transactions. To the Knowledge of the Company, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that would reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding. (b) There is no Order order, writ, injunction, judgment or decree to which the Company or any Subsidiary of its Subsidiariesthe Company, or any of the material assets owned or used by the Company or any Subsidiary of its Subsidiariesthe Company, is subject. To the Knowledge of the Company, no executive officer of the Company or any Subsidiary of the Company Key Employee is subject to any Order order, writ, injunction, judgment or decree that prohibits such officer or Company Key Employee other employee from engaging in or continuing in any conduct, activity or practice relating to the Company Company’s business or any of its Subsidiaries or to any material assets owned or used by the Company or any Subsidiary of its Subsidiariesthe Company.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves the Company or any of its Subsidiaries or the Company Subsidiary, any Company Associate (in his or her capacity as such) or any of the material assets owned or used by the Company or any of its Subsidiaries the Company Subsidiary or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions. (b) There is no Order to which the Company or any of its Subsidiariesthe Company Subsidiary, or any of the material assets owned or used by the Company or any of its Subsidiariesthe Company Subsidiary, is subject. To the Knowledge of the Company, no officer or Company other Key Employee of the Company or the Company Subsidiary is subject to any Order that prohibits such officer or Company Key Employee employee from engaging in or continuing in any conduct, activity or practice relating to the business of the Company or any of its Subsidiaries the Company Subsidiary or to any material assets owned or used by the Company or any of its Subsidiariesthe Company Subsidiary.

Legal Proceedings; Orders. (a) There is no pending Legal Proceeding and, to the Knowledge of the Company, no Person has threatened in writing to commence any Legal Proceeding: (i) that involves the Company or any of its Subsidiaries or Subsidiaries, any Company Associate (in his or her capacity as such) or any of the material assets owned or used by the Company or any of its Subsidiaries or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Contemplated Transactions. (b) There is no Order to which the Company or any of its Subsidiaries, or any of the material assets owned or used by the Company or any of its Subsidiaries, is subject. To the Knowledge of the Company, no officer or Company other Key Employee of the Company or any of its Subsidiaries is subject to any Order that prohibits such officer or Company Key Employee employee from engaging in or continuing in any conduct, activity or practice relating to the business of the Company or any of its Subsidiaries or to any material assets owned or used by the Company or any of its Subsidiaries.