Absence of Litigation; Claims and Proceedings Sample Clauses

Absence of Litigation; Claims and Proceedings. (a) There is no suit, claim, charge, action, proceeding, arbitration or mediation before any Governmental Authorities pending or, to the Knowledge of Seller, threatened against Seller, or any of its respective properties, assets or operations, or executive officers or directors, at law or in equity, or events or occurrences which constitute, or reasonably could be expected to constitute, grounds for, or the basis of, any such actions, claims, suits, proceedings or investigations, and there are no outstanding Orders, whether temporary, preliminary or permanent, against Seller, in each case, which would reasonably be expected to have a Material Adverse Effect. As of the Execution Date, there are no material SEC inquiries or investigations, other inquiries or investigations by any Governmental Authorities or internal investigations pending or, to the Knowledge of Seller, threatened, regarding any accounting practices of Seller.
Sample 1
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Absence of Litigation; Claims and Proceedings. (a) Except as set forth on Section 6.16 of the Seller Disclosure Schedules, there is no suit, claim, charge, action, proceeding, arbitration or mediation before any Governmental Authorities pending or, to the Knowledge of Seller, threatened against Seller or any of the Proprietary Funds, or any of their respective properties, assets or operations, or executive officer or directors, at law or in equity, or events or occurrences which constitute, or reasonably could be expected to {P0227089:21 } -43- EXHIBIT 2.1 constitute, grounds for, or the basis of, any such actions, claims, suits, proceedings or investigations, and there are no outstanding Orders, whether temporary, preliminary or permanent, against Seller or any of the Proprietary Funds, in each case, which would reasonably be expected to have a Material Adverse Effect. As of the Execution Date, there are no material SEC inquiries or investigations, other inquiries or investigations by any Governmental Authorities or internal investigations pending or, to the Knowledge of Seller, threatened, regarding any accounting practices of Seller or any of the Proprietary Funds.
Sample 1

Related to Absence of Litigation; Claims and Proceedings

  • Claims and Proceedings 13 3.17 Taxes........................................................... 14 3.18 Personnel....................................................... 14 3.19

  • Proceedings and Litigation No action, suit or proceeding shall have been commenced by any Person against any party hereto seeking to restrain or delay the purchase and sale of the Units or the other transactions contemplated by this Agreement or any of the other Transaction Documents.

  • Litigation and Proceedings There are no actions, suits, -------------------------- proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality, or any circumstance which after reasonable investigation would result in the discovery of such default.

  • Defense of Litigation To appear in and defend any action or proceeding that may affect its title to or Secured Party’s interest in the Collateral.

  • Actions and Proceedings Lender has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Borrower, which Lender, in its discretion, decides should be brought to protect its interest in the Property.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;

  • Complaints and Proceedings (a) The Trust and/or the Distributor shall immediately notify the Company of: (i) the issuance by any court or regulatory body of any stop order, cease and desist order, or other similar order (but not including an order of a regulatory body exempting or approving a proposed transaction or arrangement) with respect to the Trust's Registration Statement or the Prospectus of any Series or Class; (ii) any request by the SEC for any amendment to the Trust's Registration Statement or the Prospectus of any Series or Class; (iii) the initiation of any proceedings for that purpose or for any other purposes relating to the registration or offering of the Trust shares; or (iv) any other action or circumstances that may prevent the lawful offer or sale of Trust shares or any Class or Series in any state or jurisdiction, including, without limitation, any circumstance in which (A) such shares are not registered and, in all material respects, issued and sold in accordance with applicable state and federal law or (B) such law precludes the use of such shares as an underlying investment medium for the Contracts. The Trust will make every reasonable effort to prevent the issuance of any such stop order, cease and desist order or similar order and, if any such order is issued, to obtain the lifting thereof at the earliest possible time.

  • Litigation; Proceedings Except as specifically disclosed in the Disclosure Materials, there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any Transaction Document or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

  • Investigations and Proceedings The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or any judicial proceeding with respect to each party’s activities under this Agreement and promptly to notify the other party of any such investigation or proceeding.

  • Absence of Litigation There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

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