Absence of Litigation; Orders Sample Clauses

Absence of Litigation; Orders. As of the date hereof, there is no Legal Proceeding (other than any Transaction Litigation) pending against, or, to the knowledge of the Stockholder, threatened against the Stockholder or any of its Affiliates (other than the Company and its Subsidiaries) that would reasonably be expected to prevent, materially delay or materially impair the ability of the Stockholder to perform its obligations under this Agreement. The Stockholder is not subject to any order of any kind or nature that would reasonably be expected to restrict in any material respect, or prohibit or impair in any material respect, the consummation of the Transactions or the performance by the Stockholder of its obligations under this Agreement.
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Absence of Litigation; Orders. As of the date hereof, there is no Legal Proceeding (other than any Transaction Litigation) pending against, or, to the knowledge of Parent, threatened against or affecting Parent that would, individually or in the aggregate, (i) reasonably be expected to prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Agreement or (ii) be material to Parent and its Subsidiaries, taken as a whole. Parent is not subject to any order of any kind or nature that would prevent or materially delay the ability of Parent to perform in all material respects its covenants and obligations pursuant to this Agreement.
Absence of Litigation; Orders. (a) Except as set forth on Schedule 7.7(a), there is no, and since the Balance Sheet Date there has not been any claim, demand, citation, action, arbitration, suit, litigation, complaint, proceeding or investigation of any kind whatsoever, at law or in equity (including actions or proceedings seeking injunctive relief), by or before any Governmental Body (“Litigation”) pending or, to the Knowledge of the Prospect Parties, threatened by or against Prospect Medical, PHP Holdings, or any of their respective Subsidiaries or affecting any of their respective properties or assets, other than (i) claims made in the Ordinary Course of Business with respect to professional liability which do not seek class status and which are fully insured (subject to any applicable deductibles), (ii) claims that do not involve amounts in excess of $1,000,000 or are otherwise not reasonably expected to be material to Prospect Medical, PHP Holdings, or any of their respective Subsidiaries, and (iii) investigations which have not resulted, and would not reasonably be expected to result in, a civil or criminal subpoena, civil investigative demand, or other similar formal initiation of investigation proceedings. (b) Except as set forth on Schedule 7.7(b), none of Prospect Medical, PHP Holdings, or any of their respective Subsidiaries is, and since the Balance Sheet Date has been a party to or subject to, or in violation, default or breach under, any judgment, order, injunction, stipulation, settlement agreement, consent agreement, memorandum of understanding, disciplinary agreement, decree, ruling, writ, assessment or arbitration award of, or entered into by or with any, Governmental Body (“Orders”) applicable to Prospect Medical or such Subsidiaries or any of their respective properties or assets, except for such violation, default or breach which would not, individually or in the aggregate, be material to any of Prospect Medical, PHP Holdings, their respective Designated Subsidiaries, or any Other Applicable Subsidiaries. (c) Except as set forth on Schedule 7.7(c), since the Balance Sheet Date, none of Prospect Medical, PHP Holdings, or any of their respective Subsidiaries: (i) has received any written notification or, to the Knowledge of the Prospect Parties, any other communication from any Governmental Body asserting that any of Prospect Medical, PHP Holdings, or any of their respective Subsidiaries is not in compliance in any material respect with any Order, or (ii) entered into...
Absence of Litigation; Orders. There shall not be pending or threatened any action, suit, proceeding, governmental investigation or arbitration against or affecting the Company or its Properties which seeks to enjoin or restrain any of the transactions contemplated herein or hereby.
Absence of Litigation; Orders. Except as disclosed to Agent in writing prior to the date hereof, there shall not be pending or, to the knowledge of Borrower, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Borrower or the respective assets or properties of any of such Persons which Agent reasonably believes in good faith is likely to have a Material Adverse Effect. No order of any court, arbitrator or governmental body shall be in effect which Agent reasonably believes in good faith constitutes or is likely to have a Material Adverse Effect.
Absence of Litigation; Orders. Etc. Save and except for the potential litigation involving Alan Xxxxxxx xx previously disclosed to the Purchasers, there shall not be pending or, to the knowledge of any party, threatened, any action, suit, proceeding, governmental investigation or arbitration against or affecting Purchaser, Arete or Obligor or the Intellectual Property, Technology or other assets or property of either of them which seeks to enjoin or restrain any of the Transactions or which could have a Material Adverse Effect. No Order shall be in effect which purports to enjoin or restrain any of the transactions contemplated herein or which has had or is reasonably likely to have a Material Adverse Effect.

Related to Absence of Litigation; Orders

  • 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.

  • Litigation; Orders There is no Proceeding (whether federal, state, local or foreign) pending or, to the knowledge of the Acquiror Company, threatened against or affecting the Acquiror Company or any of Acquiror Company’s properties, assets, business or employees. To the knowledge of the Acquiror Company, there is no fact that might result in or form the basis for any such Proceeding. The Acquiror Company is not subject to any Orders.

  • ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS Except as set forth in the SEC Documents, there is no action, suit, 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 executive officers of Company or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.

  • Notice of Litigation and Judgments The Borrower will, and ---------------------------------- will cause each of its Subsidiaries to, give notice to the Agent and each of the Banks in writing within fifteen (15) days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting the Borrower or any of its Subsidiaries or to which the Borrower or any of its Subsidiaries is or becomes a party involving an uninsured claim against the Borrower or any of its Subsidiaries that could reasonably be expected to have a materially adverse effect on the Borrower or any of its Subsidiaries and stating the nature and status of such litigation or proceedings. The Borrower will, and will cause each of its Subsidiaries to, give notice to the Agent and each of the Banks, in writing, in form and detail satisfactory to the Agent, within ten (10) days of any judgment not covered by insurance, final or otherwise, against the Borrower or any of its Subsidiaries in an amount in excess of $1,000,000.

  • Notice of Litigation Each Seller shall promptly notify the applicable Purchaser upon becoming aware of any Proceedings or threatened Proceedings concerning any Serviced Appointment, in each case, excluding Proceedings in servicer-managed mortgage-level litigation with respect to residential mortgage-backed securities transactions. Notices delivered pursuant to this Section 5.4 will be delivered to the notice recipient designated on Annex B.

  • 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.

  • Pending Litigation Financial position and prospective long-term profitability of the Single Tenderer, and in the case the Tenderer is a JV, of each member of the JV, shall remain sound according to criteria established with respect to Financial Capability under paragraph I (i) above assuming that all pending litigation will be resolved against the Tenderer. Tenderer shall provide information on pending litigations as per Form CON-2.

  • Submission of a Claim to Arbitration (1) In the event that a disputing party considers that a dispute cannot be settled by alternative means, and all other pre- conditions for such a dispute as required by the Agreement have been fulfilled: A Member State may submit to arbitration under this Agreement a claim that the respondent has breached an obligation under this Agreement, and that the claimant or its investor has incurred loss or damage by reason of, or arising out of, that breach; (2) For greater certainty, a claimant may submit to arbitration a claim referred to in Paragraph (1) that the respondent has breached an obligation through the actions of a designated government monopoly, local or state government or a state enterprise exercising delegated government authority. (3) At least 180 days before submitting any claim to arbitration, a potential claimant shall deliver to the potential respondent a written notice of its intention to submit the claim to arbitration ("notice of intention). The notice shall specify: (a) the name and address of the claimant and its legal representative; (b) for each claim, the provision(s) of this Agreement alleged to have been breached and any other relevant provisions; (c) the legal and factual basis for each claim; and (d) the relief sought and, where appropriate, the approximate amount of damages claimed. The CCIA Committee may establish a specific form for this purpose and make it available through the Internet and other means. (4) Provided that at least six months have elapsed since the events giving rise to the claim, and all other pre-conditions for such a dispute as required by the Agreement have been fulfilled, a claimant may formally submit a Notice of Arbitration to the respondent State and to the COMESA Secretariat. (5) A claim shall be deemed submitted to arbitration when the claimants Notice of Arbitration is submitted to the respondents and to the COMESA Secretariat. The CCIA Committee may establish a specific form for this purpose and make it available through the internet and other means. The Notice of Arbitration shall include, at a minimum, the information required in Paragraph (3).

  • Commission Orders If the Commission shall issue any stop order or any other order preventing or suspending the use of the Prospectus, or shall institute any proceedings for that purpose, then the Company will promptly notify the Dealer Manager and use its commercially reasonable efforts to prevent the issuance of any such order and, if any such order is issued, to use commercially reasonable efforts to obtain the removal thereof as promptly as possible.

  • Notification of litigation The Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, any Security Party, the Approved Manager, any Ship or the Earnings or the Insurances of any Ship as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.

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