No Litigation or Regulatory Action. Except as set forth in Section 5.17 of the Disclosure Schedule and for the Filing: (i) there are no lawsuits, claims, suits, proceedings or investigations pending or, to the knowledge of Sellers, threatened against or affecting Sellers or their Affiliates as the case may be) in respect of the Equity Interests, the Purchased Assets or the Business nor, to the knowledge of Sellers, is there any basis for any of the same, and there are no lawsuits, suits or proceedings pending in which Sellers or any of their Affiliates is the plaintiff or claimant and that relate to the Equity Interests, the Purchased Assets or the Business; (ii) there is no action, suit or proceeding pending or, to the knowledge of Sellers, threatened that questions the legality or propriety of the transactions contemplated by this Agreement; (iii) to the knowledge of Sellers, no legislative or regulatory proposal or other proposal for the change in any Requirements of Law or the interpretation thereof has been adopted or pending that could constitute a Material Adverse Effect; and (iv) neither Sellers nor any of their Affiliates are in receipt of notice of any adverse inspection, finding of deficiency, finding of non-compliance, compelled or voluntary recall, investigation, penalty, fine, sanction, assessment, request for corrective or remedial action or other compliance or enforcement action, in each case relating to the Business or the products of the Business, by any Medical Product Regulatory Authority or any other Governmental Authority.
Appears in 2 contracts
Sources: Asset and Equity Purchase Agreement (Advanced Tissue Sciences Inc), Asset and Equity Purchase Agreement (Advanced Tissue Sciences Inc)
No Litigation or Regulatory Action. Except as set forth in Section 5.17 5.18 of the Disclosure Schedule and for the Filing:
(i) there are no lawsuits, claims, suits, proceedings or investigations pending or, to the knowledge of SellersSeller, threatened against or affecting Sellers or their Affiliates as the case may be) Seller in respect of the Equity Interests, the Purchased Assets or the Business (excluding Excluded Assets and Excluded Liabilities) nor, to the knowledge of SellersSeller, is there any basis for any of the same, and there are no lawsuits, suits or proceedings pending in which Sellers or any of their Affiliates Seller is the plaintiff or claimant and that relate to the Equity Interests, the Purchased Assets or the BusinessBusiness (excluding Excluded Assets and Excluded Liabilities);
(ii) there is no action, suit or proceeding pending or, to the knowledge of SellersSeller, threatened that questions the legality or propriety of the transactions contemplated by this Agreement;
(iii) to the knowledge of Sellers, no legislative or regulatory proposal or other proposal for the change in any Requirements of Law or the interpretation thereof has been adopted or pending that could constitute a Material Adverse Effect; and
(iv) neither Sellers nor any of their Affiliates are Seller is not in receipt of notice of any adverse inspection, finding of deficiency, finding of non-compliance, compelled or voluntary recall, investigation, penalty, fine, sanction, assessment, request for corrective or remedial action or other compliance or enforcement action, in each case relating to the Business (excluding Excluded Assets and Excluded Liabilities) or the products of the BusinessBusiness (excluding Excluded Assets and Excluded Liabilities), by any Medical Product Regulatory Authority or any other Governmental Authority.
Appears in 1 contract
Sources: Asset Purchase Agreement (Medicalogic/Medscape Inc)