Common use of Litigation, Proceedings and Applicable Law Clause in Contracts

Litigation, Proceedings and Applicable Law. Except as set forth in Section 3.14 of the Disclosure Schedule, there is no action, investigation, suit or other proceeding pending or, to the knowledge of the Company or the Company Stockholders, threatened against or affecting the Company or any properties or assets of the Company or before any court, other Governmental Entity or arbitrator which is material or which could reasonably be expected to prevent or substantially delay consummation of the Merger or any of the other transactions contemplated hereby, or otherwise prevent the Company from performing its obligations under this Agreement. Except as set forth in Section 3.14 of the Disclosure Schedule, the Company is not in default with respect to any judgment, order, writ, injunction or decree of any court or Governmental Entity. Except as set forth in Section 3.14 of the Disclosure Schedule, there is no outstanding order, ruling, decree, judgment or stipulation by or with any court, administrative agency, arbitration panel or other similar authority to which the Company is subject, which adversely affects or could adversely affect (i) the property, assets, business, condition (financial or otherwise), results of operations or prospects of the Company or (ii) the ability of the Company to perform its obligations under this Agreement.