Legal Proceedings. Except as set forth on [Schedule 4.10] of the Disclosure Schedules, there are no actions, suits, claims, investigations or other legal proceedings pending or, to [[Organization A:Organization]]’s Knowledge, threatened against or by [[Organization A:Organization]] relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which, if determined adversely to [[Organization A:Organization]], would result in a Material Adverse Effect.

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

Legal Proceedings. There is no action, suit, proceeding, claim, arbitration or investigation by any Govemment, Governmental Agency or other Person # pending to which Cahas is a party, # Lhreatened against or relating 10 the Melwood Shares or any of Cahas’s assets or businesses, # challenging Cahas’s right to execute, deliver, perfotm under or consummate the transactions contemplated by this Agreement, or # asserting any right with respect to any of the Metwood Shares, and there is no basis for any such action, suit, proceeding, claim, arbitration or investigation.

Legal Fees. The Company shall pay all legal fees, court costs, fees of experts and other costs and expenses when incurred by Employee in connection with any actual, threatened or contemplated litigation or legal, administrative or other proceedings involving the provisions of this Section 14, whether or not initiated by the Employee. The Company agrees to pay such amounts within 10 days following the Company’s receipt of an invoice from the Employee, provided that the Employee shall have submitted an invoice for such amounts at least 30 days before the end of the calendar year next following the calendar year in which such fees and disbursements were incurred.

Legal Opinion. The Administrative Agent shall have received a legal opinion with respect to the Borrower (addressed to each of the Secured Parties and DBRS) from Dechert LLP, counsel to the Borrower, dated the date hereof, covering such matters as the Administrative Agent and its counsel shall reasonably request.

Legal Construction. If one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the remaining provisions of this Agreement shall remain in full force and effect as if such invalid, illegal, or unenforceable provision had never comprised a part of the Agreement.

Legal Proceedings. Except as set forth on [Schedule 3.01(n)], there are not any proceedings pending or threatened before any court or administrative body involving Seller or the Transferred Assets, nor to Seller's knowledge, is there any basis for any such litigation, claim, inquiry, or proceeding against Seller or the Transferred Assets relating to, without limitation, violation of intellectual property rights, breach of contract, improper professional practice, the employment of labor, wages, hours, collective bargaining, contributions to pension or benefit plans, payment of Social Security taxes, employment discrimination, harassment or hostile work environment.

Legal Expenses. If Executive obtains a judgment, award or settlement which enforces a material disputed right or benefit under this Agreement, Penns Woods shall pay to Executive, within ten (10) days after demand therefor, all legal fees and expenses incurred by Executive in seeking to obtain or enforce such right or benefit.

Legal Opinion. The Administrative Agent shall have received the legal opinion of DLA Piper LLP, counsel for the Loan Parties, which opinion shall # be dated as of the Closing Date, # be addressed to the Agents and the [[Organization B:Organization]] and # cover such matters relating to the Loan Documents and the Transactions as the Administrative Agent may reasonably require. Each Loan Party hereby instructs such counsel to deliver such opinions to the Agents and the [[Organization B:Organization]].

Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.