There is no material Proceeding or Order pending, outstanding or, to the Seller’s Knowledge, threatened against or related to the Acquired Assets, whether at law or in equity, whether civil or criminal in nature or by or before any arbitrator or Governmental Authority, nor, to the Seller’s Knowledge, are there any investigations relating to the Acquired Assets or, to the Seller’s Knowledge, threatened by or before any arbitrator or any Governmental Authority, which, if determined adversely to the Seller, would be material to the Acquired Assets, taken as a whole, or which would reasonably be expected to impair the Seller’s ability to consummate any of the transactions contemplated hereby or by any of the other Transaction Documents.

There is no Proceeding or Order pending against, or to the Buyer’s knowledge, threatened against the Buyer before any arbitrator or any Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated hereby and the other Transaction Documents or which would or would

Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the ​, threatened against or by ​ that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement

Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the Sangre Members, threatened against or by Sangre Members or Sangre that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Infringement Proceedings. Bank shall take no action of any kind with respect to marks deemed confusingly similar to any of the Company Marks, except with the express written authorization of Company, and shall, at the request and expense of Company, cooperate in such action as Company may deem appropriate under the circumstances for the protection of the Company Marks. Notwithstanding the foregoing, it is understood and agreed that Company shall take all reasonable steps to prevent infringement of the Company Marks by any credit provider.

Instituting Proceedings. Employee represents and warrants that, as of the date of this Agreement, Employee has not filed or commenced any suit, claim, charge, complaint, action, arbitration, or legal proceeding of any kind against any of the Releasees. Employee agrees not to institute any claim, lawsuit or arbitration proceeding based on claims described in Section 4. If Employee institutes any claim, lawsuit, or arbitration proceeding based on any claims described in Section 4, Employee will: # immediately take any and all actions necessary to effectuate the immediate dismissal of the lawsuit or arbitration proceeding; and # pay LP and the other Releasees for any and all reasonable attorney’s fees and costs incurred as a result of or in connection with the lawsuit or arbitration proceeding. Nothing in this Agreement, however, shall be construed to affect the rights and responsibilities of the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, or any other federal, state or local agency with similar responsibilities (the “Agencies”) to enforce any laws pertaining to the terms or conditions of employment, employment discrimination or retaliation, or union activity or participation. This waiver will not be used to justify interfering with the protected right of Employee to file a charge or participate in an investigation or proceeding conducted by the Agencies; however, Employee waives the right to any benefits or recovery, including monetary compensation or reinstatement, arising out of any such investigation or proceeding, as permitted by law.

Legal Proceedings. Except as set forth on [Section 4.8] of the Company Disclosure Schedule, there are no pending or, to the Knowledge of the Company, threatened material Legal Proceedings # against or by the Company or any of its Subsidiaries affecting any of its properties or assets, or # against or by the Company that challenges or seeks to prevent, enjoin or otherwise delay the Transaction. To the Knowledge of the Company, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such material Legal Proceeding. There is no outstanding Order imposed upon the Company or any of its Subsidiaries. Notwithstanding the foregoing, for all purposes of this Agreement, none of the Company, the Representative or any of the Equity Holders make any representation or warranty (pursuant to this [Section 4.8] or otherwise) regarding the effect of the applicable antitrust, merger control, competition or fair trade laws on its ability to execute, deliver, or perform its obligations under this Agreement or to consummate the Transaction as a result of the enactment, promulgation, application or threatened or actual judicial or administrative investigation or Legal Proceeding under, or enforcement of, any antitrust, merger control, competition or fair trade Law with respect to the consummation of the Transaction.

Proceedings; Orders. (i) No Action or Proceeding shall be pending or threatened before any Governmental or Regulatory Authority in which it is sought to restrain or prohibit or to obtain damages or other relief (including rescission) in connection with the transactions contemplated by the Transaction Documents; and # no investigation that could result in any such Action or Proceeding shall be pending or threatened; and # no such injunction, judgment, order or decree has been entered and not subsequently dismissed or discharged with prejudice.

Conduct of Business. During the period from the date hereof to the Closing of the Acquisition contemplated herein: # [[Organization B:Organization]]’s business and the Company’s business will be carried on in accordance with all applicable laws, rules and regulations (the violation of which would have a material adverse effect on the other parties) and in a manner consistent with past customs and practices; and # [[Organization B:Organization]] and the Company agree to conduct their respective businesses in the ordinary course thereof.

From the date of this Agreement through the Closing Date, the Company shall conduct its business in the ordinary course consistent with the Company’s past practice and shall not engage in any extraordinary transaction without the Buyer’s prior written Consent. Without limiting the foregoing, the Company shall not, without the Buyer’s prior written consent,