Litigation and Orders. There is no Proceeding pending or, to Buyer’s Knowledge, Threatened against Buyer, as of the date of this Agreement, that, if decided adversely to Buyer, will materially and adversely affect Buyer’s ability to consummate the transactions contemplated herein. As of the date of this Agreement, Buyer is not subject to any Order that will materially and adversely affect Buyer’s ability to consummate the transactions contemplated herein.
Litigation and Orders. (a) There is no material Action of any nature pending, or to the Knowledge of the Company threatened, against the Company or any Subsidiary, their respective properties and assets (tangible or intangible) or any of their respective officers or directors (solely in their capacities as such). To the Knowledge of the Company, there is no Action of any nature pending against any Person who has a contractual right or a right pursuant to applicable Legal Requirements to indemnification from the Company in respect of such Action related to facts and circumstances existing prior to the First Merger Effective Time.
Litigation and Orders. (a) Except as set forth on Schedule 5.13(a)(i), there are no Proceedings pending or, to the Knowledge of Sellers, threatened against any Company Party. Schedule 5.13(a)(ii) lists all Proceedings to which any Company Party was a party during the past three years (whether or not settled).
Litigation and Orders. (a) Except as set forth on Schedule 4.7(a), as of the date hereof, no Action is pending or, to Seller’s Knowledge, threatened in writing (i) against or by the Company or Seller (or any Affiliate of the Company or Seller) affecting the Business Assets or the Acquired Shares; or (ii) against or by the Company or Seller (or any Affiliate of the Company or Seller) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Litigation and Orders. There is no Action or Order pending or, to the actual knowledge (after reasonable inquiry) of Xxxx X. Xxxxxxxxxxxx, Xxxxxxxx Xxxxx or Xxxx X. Xxxxxxx, threatened against Buyer or any of its Affiliates to enjoin or otherwise challenge the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document.
Litigation and Orders. (a) As of the date hereof, there is no material Action of any nature pending, or to the Knowledge of Parent, threatened, against Parent or any of its direct or indirect subsidiaries, their respective properties and assets (tangible or intangible) or any of their respective officers or directors (solely in their capacities as such).
Litigation and Orders. There are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Authority against or involving Seller, HBI or any HBI Subsidiary, or, to the knowledge of Seller, against or involving any of the present or former directors, officers, employees, consultants, agents or shareholders of Seller, HBI or any HBI Subsidiary, any of their properties, assets or business, or any HBI Plan, that, individually or in the aggregate, would have a Material Adverse Effect on HBI or impair HBI's or the HBI Subsidiaries' ability to operate their business after the Closing Date. As of the date of this Agreement, except as set forth in Schedule 4.06, there is no Litigation pending or, to the Seller's knowledge, threatened in writing against or involving Seller, HBI or any HBI Subsidiary or, to the knowledge of Seller, any of their respective present or former directors, officers, employees, consultants, agents or shareholders, as such, or any of their respective properties, assets or business, or any HBI Plan, that, individually or in the aggregate, would have a Material Adverse Effect on HBI. No Governmental Authority has provided notification to Seller, HBI or any HBI Subsidiary of an intention to conduct any audit, investigation or other review with respect to HBI
Litigation and Orders. Except as set forth in Section 3.8 of the Disclosure Schedule, there is no Proceeding pending or, to any Seller’s Knowledge, Threatened against any Seller, as of the date of this Agreement, that (a) relates to the Outlet Business or any of the Acquired Assets (other than (1) workers’ compensation claims or (2) challenges by governmental Intellectual Property office examiners as part of the related application process) that, if decided adversely to such Seller, is reasonably likely to result in an adverse effect upon the business or operations or condition, financial or otherwise, of the Outlet Business or the Acquired Assets or (b) seeks to enjoin, prohibit or otherwise challenge the transactions contemplated hereby. As of the date of this Agreement, no Seller is subject to any material restriction or limitation on the Outlet Business under any Order and no unsatisfied Order rendered against or affecting Sellers or any of the Acquired Assets might reasonably result in an adverse effect upon the business or operations or condition, financial or otherwise, of the Outlet Business or any of the Acquired Assets or adversely affect the validity or enforceability of any of the Assumed Contracts.
Litigation and Orders. As of the date of this Agreement, except as set forth in Section 5.14 of the Disclosure Schedule, there are no Proceedings pending, or, to Holdco’s Knowledge, Threatened, against Holdco or Enginetics or that challenges or that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the transactions contemplated hereby. Neither Holdco nor Enginetics nor their respective assets are subject to any Order and, to Holdco’s Knowledge, no Seller is subject to any Order that relates to Holdco’s or Enginetics’ business or any of the assets owned or used by Holdco or Enginetics.
Litigation and Orders. There is no Proceeding pending or, to the Company’s Knowledge, threatened against any Seller, the Company, or any property, asset or right of the Company in each case that, if decided adversely to such Seller or the Company, would be materially adverse to the Company, or would materially and adversely affect the ability of Sellers or the Company to consummate the transactions contemplated herein. The Company is not subject to any material restriction or limitation on any of its operations under any Order.
