Absence of Claims. Each Shareholder has no knowledge of any causes of action or other claims that could have been or in the future might be asserted by such Shareholder against the Company or any of its predecessors, successors, assigns, directors, employees, agents or representatives arising out of facts or circumstances occurring at any time on or prior to the date hereof and in any way relating to any duty or obligation of the Company or any Shareholder.
Absence of Claims. There is not pending or threatened any suit, action, arbitration, or legal, administrative, or other proceeding or investigation (including an allegation of fraud by a lender) against Broker or its current or former owners, agents or employees that could have an adverse effect on the Broker's business, assets, financial condition, or reputation, or upon any Loan submitted by Broker for funding by Plaza;
Absence of Claims. No claims have been asserted to the Company by any person or entity to the use of the Intellectual Property, and the Company and Seller do not know of any valid basis for any such claim. The use of the Intellectual Property, such as patents and trademarks, by the Company does not infringe on the rights of any person.
Absence of Claims. As of the date hereof, no litigation, proceeding or controversy before any court or governmental agency is pending, and there is no pending claim, action or proceeding against Parent or any of its subsidiaries, and, to the best of Parent's knowledge after reasonable inquiry, no such litigation, proceeding, controversy, claim or action has been threatened or is contemplated, which, in any case, is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on Parent or to hinder or delay consummation of the transactions contemplated hereby.
Absence of Claims. No litigation, proceeding or controversy before any court or governmental agency is pending, and there is no pending claim, action or proceeding against Purchaser or any of its Subsidiaries, which is reasonably likely, individually or in the aggregate, to materially hinder or delay consummation of the transactions contemplated hereby, and, to the best of Purchaser's knowledge, no such litigation, proceeding, controversy, claim or action has been threatened.
Absence of Claims. The Purchaser has no knowledge of any causes of action or other claims that could have been or in the future might be asserted by the Purchaser against the Company or any of its predecessors, successors, affiliates, assigns, directors, employees, agents or representatives arising out of facts or circumstances occurring at any time on or prior to the date hereof and in any manner relating to any duty or obligation of the Company or such other related person or entity to the Purchaser or any affiliate.
Absence of Claims. The Company (A) has not received any notice alleging, or otherwise has knowledge of facts that might give rise to, invalidity with respect to any of the Proprietary Rights of the Company and (B) has not received any notice of alleged infringement of any rights of others due to any activity by the Company. To the knowledge of the Company, the Company’s use of its Proprietary Rights in its past, current and planned products do not and would not infringe upon or otherwise violate the valid rights of any third party anywhere in the world. No other Person (i) has notified the Company that it is claiming any ownership of or right to use any of the Company’s Proprietary Rights or (ii) to the knowledge of the Company, is infringing upon any such Proprietary Rights in any way.
Absence of Claims. As of the date hereof, no litigation, proceeding or controversy before any court or governmental agency is pending, and there is no pending claim, action or proceeding against the Company or any of its subsidiaries, and, to the best of the Company's knowledge after reasonable inquiry, no such litigation, proceeding, controversy, claim or action has been threatened or is contemplated, which, in any case, is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on the Company or to hinder or delay consummation of the transactions contemplated hereby.
Absence of Claims. Except as set forth in RCFC's Disclosure ----------------- Letter, no litigation, proceeding, controversy, claim or action before any court or governmental agency is pending against RCFC or any of its Subsidiaries, and, to the best of RCFC's knowledge, no such litigation, proceeding, controversy, claim or action has been threatened.
Absence of Claims. Shareholder has no claims, demands, actions, causes of action, suits, damages, or losses of any nature whatsoever, whether asserted or unasserted, as a result of actions or omissions through the date of this Agreement, including without limitation any claims of alleged employment discrimination, either as a result of the negotiated and specifically agreed to separation of the Shareholders's employment with the Company or otherwise, under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, any other federal, state or local statute, rule, ordinance, or regulation, as well as any claims for alleged wrongful discharge, negligent or intentional infliction of emotional distress, breach of contract, including, without limitation, the breach of any employment agreement between the Company and the Shareholder, or any other claims sounding in tort, contract, or any other unlawful or wrongful behavior ("Claims"), and knows of no set of facts which, currently or with the passage of time, would give rise to any Claims by the Shareholder, against the Company, any of its subsidiaries or any affiliated companies and businesses thereof, or any of their successors, assigns, officers, owners, directors, agents, representatives, attorneys or employees (the "Company Affiliates").
