Pending and Threatened Actions. There is no action, suit or proceeding pending or, to the best of Borrower's knowledge after due inquiry, threatened against Borrower where an adverse result could cause a Material Adverse Change, other than as set forth on Schedule 4.03 hereto.
Pending and Threatened Actions. There is no action, suit, investigation, complaint or other proceeding pending against any such Stockholder or, to the knowledge of such Stockholder, threatened against such Stockholder that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreement.
Pending and Threatened Actions. Except as set forth on Schedule 3.10, there are no actions, suits, proceedings, orders, investigations or claims pending or, to the best of any Seller’s knowledge, threatened against or affecting the Company, the Acquired Assets or pending or threatened by any Seller or the Company against any third party, at law or in equity, and affecting in any manner the Company or the Acquired Assets or the prospects thereof, before or by any federal, foreign, state, parish or local court, governmental department, commission, board, bureau, agency or instrumentality (including any actions, suits, proceedings or investigations with respect to the transactions contemplated by this Agreement). Neither the Company nor any of the Sellers is subject to any arbitration proceedings or any governmental investigations or inquiries (including inquiries as to the qualification to hold or receive any license or permit, including, but not limited to, the right to have Devices or sell liquor and sell or store petroleum products or by-products); and, to each Seller’s best knowledge information and belief, there is no basis for any of the foregoing. Neither the Company, nor any Seller is subject to any judgment, order or decree of any court or other governmental agency, and has not received any written opinion or memorandum from legal counsel to the effect that it or they are exposed, from a legal standpoint, to any liability which may involve or be related, in any manner, to the Company or the Acquired Assets and which may have a continuing effect, after the Closing Date, upon the Company or the Acquired Assets or for which the Company or the Acquired Assets may incur any liability in any manner whatsoever.
Pending and Threatened Actions. Schedule 3.8 attached hereto sets forth a complete and correct list of all Actions pending or, to the knowledge of Sellers, threatened that relate in any way to Sellers (to the extent related in any way to the Business or either Company), the Business, the Companies or the MSC General Partner or any of their respective assets or that could affect the ability of Sellers to consummate the sale of the Purchased Stock and Interests as contemplated by, or perform their obligations under, this Agreement.
