Common use of Proceedings and Claims Clause in Contracts

Proceedings and Claims. Other than the Pending Litigation and litigation described in any of the Reports referred to in subsection 4.3 of this Section 4, and except as set forth in Schedule 4.12 attached to this Agreement, (a) there are not any legal actions, suits, arbitrations or other legal, administrative or governmental proceedings or investigations pending, or to the knowledge of Harmony or Seller, threatened against Harmony or any Subsidiary, or their respective properties or businesses; (b) neither Harmony nor Seller is aware of any facts which might result in or form the basis for any such action, suit or other proceeding; (c) Harmony is not in default with respect to any judgment, order or decree of any court or any governmental agency or instrumentality; (d) neither Harmony nor any Subsidiary nor any of their respective officers has filed a case under any federal bankruptcy or insolvency laws for the restructuring of its or his or her debts within the past five (5) years, nor has any involuntary case for such restructuring been filed against Harmony or any Subsidiary or any of their respective officers pursuant to any such bankruptcy or insolvency laws within such five (5) year period; (e) no legal action or suit alleging fraud or improper business dealings has been filed against any of the officers of Harmony or any Subsidiary during the past five (5) years; (f) neither Harmony nor any officer or director of Harmony or any Subsidiary has been permanently or temporarily enjoined by any order, judgment or decree of any court or governmental agency, authority or body from engaging in or continuing any conduct or practice in connection with the business of Harmony or any Subsidiary; and (g) there is not in existence on the date of this Agreement any order, judgment or decree of any court, tribunal or agency enjoining or requiring Harmony or any Subsidiary to take any action of any kind with respect to its business, assets or properties.