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.
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.
(b) None of the GE Entities is in violation of any Laws or Judgments applicable to it or by which any of its material assets is bound or affected, except for violations the existence of which would not reasonably be expected to materially impair or delay the ability of the GE Entities to consummate the transactions contemplated by, or to perform its obligations under, this Agreement or the Ancillary Agreements.
(c) The GE Entities are legally, financially and otherwise qualified to have an ownership interest in an FCC licensee, to control a company that acquires, owns and operates the AMC-23 Transferred Assets and to otherwise perform their obligations under this Agreement and the Ancillary Agreements.
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.
Absence of Litigation; Compliance with Laws. (a) No Action is pending or, to the best knowledge of the Acquiror, threatened that 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.
(b) The Acquiror is not in violation of any Laws or Governmental Orders applicable to it or by which any of its material assets is bound or affected, except for violations the existence of which would not 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.
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.
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.
(b) CCH and CCI have complied with and are in material compliance with all laws applicable to them or their properties, assets, operations and businesses, and there does not exist any basis for any claim of default under or violation of any such law, judgment, order or decree except for any such noncompliance or such defaults or violations or such bases for any claims of such defaults or violations, if any, that in the aggregate do not and will not materially and adversely affect the property, operations or financial condition of CCH or CCI. Neither CCH nor CCI has received any written opinion or memorandum from any legal counsel to the effect that there is any Liability that is material and adverse to CCH, CCI or Third Enterprise. Without limiting the foregoing, CCH and CCI are in material compliance with (i) all applicable Environmental Laws, including, without limitation, regulations establishing quality criteria and standards for air, water, land and Hazardous Materials, (ii) all applicable laws concerning the protection, health and safety of employees or workers, including without limitation the Occupational Safety and Health Act of 1970, as amended, and comparable workplace-safety laws of all other jurisdictions and all rules, regulations and orders thereunder; and (iii) all applicable laws affecting labor union activities, civil rights or employment, including without limitation, the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Equal Employment Opportunity Act of 1972, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Equal Pay Act and the National Labor Relations Act, as amended.
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.
(b) Neither the Acquiror nor Parent is in violation of any Laws or Governmental Orders applicable to it or by which any of its material assets is bound or affected, except for violations the existence of which would not 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.
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.
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.
(a) The Acquiror is not in violation of any Laws or Governmental Orders applicable to it or by which any of its material assets is bound or affected, except for violations the existence of which would not reasonably be expected to (i) 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) have an Acquiror Material Adverse Effect.
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.
