Common use of Proceedings and Orders Clause in Contracts

Proceedings and Orders. (a) As of the date hereof, there is no Proceeding pending or, to the Knowledge of Seller, threatened against or affecting Seller in connection with the Business or the Purchased Assets or the Purchased Subsidiary, or Seller’s rights relating thereto, which would reasonably be expected to have a Material Adverse Effect on the Business. To the extent permitted under applicable Legal Requirements or any Contract to which Seller is a party, (i) Seller has provided to Purchaser true, accurate, correct and complete copies of all material pleadings, correspondence and other documents relating to any such Proceeding, and (ii) Seller has provided to Purchaser a reasonable description of any pleadings, correspondence and other documents which Seller is not permitted to provide to Seller. (b) Neither Seller, the Purchased Subsidiary, nor any of the Purchased Assets, operations of the Business, nor Seller’s rights relating to any of the foregoing, is subject to any Order or, to the Knowledge of Seller, any proposed Order, except to the extent that any such Order, if issued or otherwise put into effect, would not reasonably be expected to have a Material Adverse Effect on the Business.

Proceedings and Orders. (a) As of the date hereof, there There is no Proceeding pending or, to the Knowledge of Seller, or threatened against or affecting Seller in connection with the Business or Seller, any of Seller’s properties, assets (including the Purchased Assets Assets), operations or businesses (including the Purchased SubsidiaryBusiness), or Seller’s rights relating thereto, which would reasonably be expected to have a Material Adverse Effect on the Business. To Seller’s Knowledge, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the extent permitted under applicable Legal Requirements or commencement of any Contract to which Seller is a party, (i) such Proceeding. Seller has provided delivered to Purchaser true, accurate, correct accurate and complete copies of all material pleadings, correspondence and other documents relating to any such Proceeding, and (ii) Seller . No insurance company has provided to Purchaser a reasonable description of asserted in writing that any pleadings, correspondence and other documents which Seller such Proceeding is not permitted to provide to Sellercovered by the applicable policy related thereto. (b) Neither Seller, the Purchased Subsidiaryits Members, officers, managers, agents or employees, nor any of Seller’s properties, assets (including the Purchased Assets), operations of or businesses (including the Business), nor Seller’s rights relating to any of the foregoing, is subject to any Order or, to the Knowledge of Seller, or any proposed Order, except to the extent that any such proposed Order, if issued or otherwise put into effect, would individually or in the aggregate, will not reasonably be expected to have a Material Adverse Effect on the BusinessSeller.