Common use of Proceedings and Orders Clause in Contracts

Proceedings and Orders. (a) Except as set forth on Schedule 3.17(a), there are, and during the Look-Back Period, no Proceedings pending or threatened against the Company or any of its directors, officers, employees, representatives, or agents in their capacities as such. Except as set forth on Schedule 3.17(a), there are, and within the Look-Back Period, have been, no Proceedings by the Company pending against any other Person and the Company is not considering any such Proceedings that would be material to the Company, individually or in the aggregate. None of the Proceedings set forth or required to be set forth on Schedule 3.17(a) would, if determined adversely to the Company, materially and adversely affect the Company or the Business. Except as set forth on Schedule 3.17(a), the operation of the Business is not, and within the Look-Back Period, has not been, subject to any Order. The Company is and has been in compliance with all Orders set forth on Schedule 3.17(a). The Company is not a party to or bound by any Contract to settle or compromise any Proceeding against it which has involved any obligation other than the payment of money or under which the Company has any continuing Liability. (b) There are no Proceedings pending or threatened by or against the Company with respect to this Agreement or the Transactions or that, if determined adversely to the Company, would prevent or delay the consummation by the Company of the Transactions.

Proceedings and Orders. (a) Except as set forth on Schedule 3.17(a3.18(a), there are, and during the Look-Back Periodsince January 1, 2020 have been, no Proceedings pending or threatened against the Company or any of its directors, officers, employees, representatives, or agents in their capacities as such, nor are there any facts or circumstances which may give rise to any such Proceeding. Except as set forth on Schedule 3.17(a3.18(a), there are, and within the Look-Back Periodsince January 1, 2020 have been, no Proceedings by the Company pending against any other Person Person, and the Company is not considering any such Proceedings that would be material to the Company, individually or in the aggregateProceeding. None of the Proceedings set forth or required to be set forth on Schedule 3.17(a3.18(a) would, if determined adversely to the Company, materially and adversely affect the Company or the Business. Except as set forth on Schedule 3.17(a3.18(a), the operation of the Business is not, and within the Look-Back Periodsince January 1, 2020 has not been, subject to any Order. The Company is and has been in compliance with all Orders set forth on Schedule 3.17(a3.18(a). The Company is not a party to or bound by any Contract to settle or compromise any Proceeding against it which has involved any obligation other than the payment of money or under which the Company has any continuing Liability. (b) There are no Proceedings pending or threatened by or against the Company with respect to this Agreement or the Transactions or that, if determined adversely to the Company, would prevent or delay the consummation by the Company of the Transactions.