Absence of Litigation; Compliance with Laws Sample Clauses

Absence of Litigation; Compliance with Laws. As of the date of this Agreement, there is no Action pending or, to the best knowledge of Buyer, threatened in writing against Buyer, nor is there any Action pending in which Buyer is the plaintiff or claimant, that would reasonably be expected to impair or materially delay the ability of Buyer to consummate the transactions contemplated by, or to perform its obligations under, the Transaction Agreements.
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Absence of Litigation; Compliance with Laws. (a) No Proceeding is pending or, to the knowledge of the GE Entities, threatened that seeks to, or would reasonably be expected to, materially impair or delay the ability of the GE Entities to consummate the transactions contemplated by, or to perform their respective obligations under, this Agreement and the Ancillary Agreements.
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Absence of Litigation; Compliance with Laws. (a) No Action is pending or, to the best knowledge of the Acquiror, threatened that (i) seeks to, or would reasonably be expected to, materially impair or delay the ability of the Acquiror to consummate the transactions contemplated by, or to perform its obligations under, the Transaction Agreements or (ii) that (individually or in the aggregate, with any other Action) has had or would be reasonably expected to have an Acquiror Material Adverse Effect.
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Absence of Litigation; Compliance with Laws. There is no action, suit, investigation, claim, arbitration or litigation pending or, to the knowledge of Buyer, threatened, that questions the validity of this Agreement or any action taken or to be taken by Buyer in connection herewith, including the consummation of the Transactions.
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Absence of Litigation; Compliance with Laws. There is no action, suit, investigation, claim, arbitration or litigation, including appeals and applications for review, pending or, to the Knowledge of the Purchaser and Double-Take, threatened against or relating to the Purchaser and Double-Take, at law or in equity, or before or by any court, arbitrator or Governmental Authority, which, if determined adversely to the Purchaser or Double-Take, as the case may be, would: (i) prevent the Purchaser from paying the Purchase Price to the Sellers; (ii) enjoin, restrict or prohibit the transfer of all or any part of the Shares as contemplated by this Agreement; or (iii) prevent the Purchaser or Double-Take from fulfilling any of their obligations set out in this Agreement or arising from this Agreement.
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Absence of Litigation; Compliance with Laws. (a) As of the date of this Agreement, no Action is pending or, to the best knowledge of the Acquiror and Parent, threatened that seeks to, or would reasonably be expected to, impair or delay the ability of either the Acquiror or Parent to consummate the transactions contemplated by, or to perform its obligations under, the Transaction Agreements. As of the date of this Agreement, neither Acquiror nor Parent is aware of any state of facts or condition that would reasonably be expected to impair or delay the ability of either the Acquiror or Parent to consummate the transactions contemplated by, or to perform its obligations under, the Transaction Agreements.
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Absence of Litigation; Compliance with Laws. There is no action, suit, investigation, claim, arbitration or litigation pending to which Buyer or Parent is a party or, to the knowledge of Buyer or Parent, threatened, against, affecting or involving the transactions contemplated by this Agreement, at law or in equity, or before or by any court, arbitrator or governmental authority.
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Absence of Litigation; Compliance with Laws. (a) There is no material action, suit, proceeding, claim or investigation pending or, to the knowledge of CCH or CCI, threatened against, or directly or indirectly involving, CCH, CCI, Third Enterprise or any assets, business or operations of CCH, CCI, Third Enterprise or the transactions contemplated hereby or by the Articles of Merger. There is no unsatisfied or outstanding order, stop order, writ, rescission notices, judgment, injunction, decree or administrative decree or mandate affecting CCH, CCI, Third Enterprise or their assets, businesses or operations.
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Absence of Litigation; Compliance with Laws. Except as disclosed in Section 4.09 of the Target Disclosure Schedule, there is no claim, suit, action, proceeding or investigation pending or, to the best knowledge of the Target or any Target Subsidiary, threatened against the Target or any Target Subsidiary, at law or in equity, before any arbitrator or Governmental Authority which (a) individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on the Target or (b) seeks to and would reasonably be expected to prevent or delay consummation of the Merger or otherwise prevent the Target from performing its obligations under this Agreement, and to the best knowledge of the Target or any Target Subsidiary no basis therefor exists. Neither the Target or any Target Subsidiary nor any property or asset of the Target or any Target Subsidiary is in violation of any Law, which violation, individually or in the aggregate, would reasonably be expected to prevent or delay consummation of the Merger or otherwise prevent the Target from performing its obligations under this Agreement or has had, or would reasonably be expected to have, a Material Adverse Effect on the Target. Except as disclosed in Section 4.09 of the Target Disclosure Schedule, there is no claim pending, or to the best knowledge of the Target or any Target Subsidiary threatened, by any Persons against the Target or any Target Subsidiary for indemnification pursuant to any statute, organizational document, contract or otherwise with respect to any claim, suit, action, investigation or proceeding pending before any arbitrator or Governmental Authority, and to the best knowledge of the Target or any Target Subsidiary no basis therefor exists. Except as set forth in Section 4.09 of the Target Disclosure Schedule, the Target and each Target Subsidiary is in compliance with all applicable Laws and is not in default with respect to any decree, writ, injunction or order applicable to it, except such events of noncompliance or defaults which, individually or in the aggregate, would not reasonably be expected to prevent or delay consummation of the Merger or otherwise prevent the Target from performing its obligations under this Agreement and have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Target.
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Related to Absence of Litigation; Compliance with Laws

  • Litigation; Compliance with Laws (a) There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Company, threatened against or affecting any Company or any business, Property or rights of any such Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

  • Compliance with Laws; Litigation Except as described in the CCA Disclosure Schedule or in the Prison Realty Filed SEC Documents, there are no claims, actions, suits, arbitration, grievances, proceedings or investigations pending or, to CCA's knowledge, threatened, against CCA or any Subsidiary, or any properties or rights of CCA or any Subsidiary, or any officers or directors of CCA or any Subsidiary in their capacity as such, by or before any Governmental Entity which, individually or in the aggregate, is reasonably likely to have a material adverse effect on CCA or prevent, materially delay or intentionally delay the ability of CCA to consummate the transactions contemplated hereby. Neither CCA nor its Subsidiaries is subject to any judgment, order or decree which could reasonably be expected to result in a material adverse effect. Each of CCA and its Subsidiaries has at all times operated and currently operates its business in conformity in all material respects with all applicable statutes, common laws, ordinances, decrees, orders, rules and regulations of Governmental Entities. Each of CCA and its Subsidiaries has all licenses, approvals or consents to operate its businesses in all locations in which such businesses are currently being operated, and to its knowledge is not aware of any existing or imminent matter which may materially adversely impact its operations or business prospects other than as specifically disclosed in the CCA Disclosure Schedule. CCA and each Subsidiary have not failed to file with the applicable regulatory authorities any material statements, reports, information or forms required by all applicable laws, regulations or orders, all such filings or submissions were in material compliance with applicable laws when filed, and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to such filings or submissions. CCA and each Subsidiary have not failed to maintain in full force and effect any material licenses, registrations or permits necessary or proper for the conduct of its or their business, or received any notification that any revocation or limitation thereof is threatened or pending, and there is not to the knowledge of CCA pending any change under any law, regulation, license or permit which would materially adversely affect the business, operations, property or business prospects of CCA. CCA and each Subsidiary have not received any notice of violation of or been threatened with a charge of violating and are not under investigation with respect to a possible violation of any provision of any law, regulation or order. Neither CCA nor any of its Subsidiaries has at any time (i) made any unlawful contribution to any candidate for domestic or foreign office or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

  • Litigation; Compliance with Law Except as disclosed, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

  • Litigation and Compliance with Laws (a) Except as disclosed in the Borrower’s Annual Report on Form 10-K for 2019 or any subsequent report filed by the Borrower on Form 10-Q or Form 8-K with the SEC since December 31, 2019, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower or the Guarantors, threatened against the Borrower or the Guarantors or any of their respective properties (including any properties or assets that constitute Collateral under the terms of the Loan Documents), before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that (i) are likely to have a Material Adverse Effect or (ii) would reasonably be expected to affect the legality, validity, binding effect or enforceability of the Loan Documents or, in any material respect, the rights and remedies of the Administrative Agent or the Lenders thereunder or in connection with the Transactions.

  • Litigation and Compliance with Law Except as set forth in Schedule 5.17, there are no claims, actions, suits or proceedings, pending or, to the knowledge of the Companies and the Stockholders, threatened against or affecting any Company, at law or in equity, or before or by any Governmental Authority having jurisdiction over such Company. No written notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by any Company and, to the Stockholders' and the Companies' knowledge, there is no basis therefor. Except to the extent set forth in Schedule 5.17, each Company has conducted and is conducting its business in compliance with all Laws applicable to such Company, its assets or the operation of its business.

  • Compliance with Laws Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

  • Compliance with Laws, Etc Comply, and cause each of its Subsidiaries to comply with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

  • Compliance with Laws; Use The Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity whether in effect now or later, including the Americans with Disabilities Act (“Law(s)”), regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises. In addition, Tenant shall, at its sole cost and expense, promptly comply with any Laws that relate to the “Base Building” (defined below), but only to the extent such obligations are triggered by Tenant’s use of the Premises, other than for general office use, or Alterations or improvements in the Premises performed or requested by Tenant. “

  • Compliance with Law, Etc No Loan Party or any of its Subsidiaries is in violation of (i) any of its Governing Documents, (ii) any Requirement of Law, or (iii) any material term of any Contractual Obligation (including, without limitation, any Material Contract) binding on or otherwise affecting it or any of its properties, and no default or event of default has occurred and is continuing thereunder.

  • 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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