ACTION AND PROCEEDINGS Sample Clauses

ACTION AND PROCEEDINGS. 27 Section 3.12
Sample 1
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ACTION AND PROCEEDINGS. The commencement or bringing of any action or proceeding, the defense of any action or proceeding against the Trust, the settlement of any such action or proceeding, and the expenditure by the Trust of amounts in respect thereof, including legal fees;
Sample 1
ACTION AND PROCEEDINGS. There are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against the Company, any of its properties, assets or business, or any of the Company's current or former directors or officers or any other person whom the Company has agreed to indemnify. Other than the appeal from a lower court finding in favor of the Company (Anthxxx Xxxo and Genexxxxx Xxxo v. Original Italian Pasta Products Co., Inc. and Paul Xxxxxxx, Xxmmonwealth of Massachusetts Appeals Court - Docket 96-P-1861), a dispute involving rent payments due to a former landlord arising from a tenancy at will arrangement and a claim for personal injury covered by insurance carried by the Company as described on Schedule 5.11 hereto, there are no actions, suits, claims or legal, administrative, regulatory or arbitration proceedings pending or, to the knowledge of the Company, threatened against the Company, any of its properties, assets or business, or, to the knowledge of the Company, any of the Company's current or former directors or officers or any other person whom the Company has agreed to indemnify.
Sample 1
ACTION AND PROCEEDINGS. There are no outstanding orders, judgments, injunctions, awards or decrees of any United States or Canadian court, governmental or regulatory body or arbitration tribunal against the Seller or its subsidiaries and applicable to the Business or the Purchased Assets. Except as set forth on SCHEDULE 2.8, there are no actions, suits or claims or legal, administrative or arbitral proceedings or, to the knowledge of the Seller, investigations affecting the Business uniquely (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) pending or, to the knowledge of the Seller, threatened against the Seller that would affect the Business or the Purchased Assets. To the knowledge of the Seller, there is no fact, event or circumstance (other than facts, events and circumstances applicable both to the Business and other businesses similar to the Business) that could reasonably be expected to give rise to any suit, action, claim, investigation or proceeding that individually or in the aggregate could have a material adverse effect upon the transactions contemplated hereby or upon the Business or the Purchased Assets.
Sample 1

Related to ACTION AND PROCEEDINGS

  • 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 does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

  • 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.

  • Suits and Proceedings To Seller’s Knowledge, except as listed in Exhibit H, there are no legal actions, suits or similar proceedings pending and served, or threatened in writing against Seller or the Property which (i) are not adequately covered by existing insurance and (ii) if adversely determined, would materially and adversely affect the value of the Property, the continued operations thereof, or Seller’s ability to consummate the transactions contemplated hereby.

  • Actions, Suits and Proceedings There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting any Group Member that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or that involve this Agreement or the Transactions.

  • 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.

  • Judgment and Proceedings (1) The entry of any judgment or decree against Servicer or any of its respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against Servicer and its Subsidiaries exceeds $1,000,000, (2) the institution of any litigation, arbitration proceeding or governmental proceeding against Servicer that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (3) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Seller.

  • Actions; Proceedings There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will, if determined adversely to the Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement.

  • Claims and Proceedings 14 3.17 Taxes...................................................................15 3.18 Personnel...............................................................16

  • Pending Proceedings Borrower is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of Borrower, threatened against or affecting Borrower or the Development, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to Borrower, materially affect Borrower's ability to repay the Loan or impair the security to be given to the County pursuant hereto.

  • Litigation; Proceedings Except as specifically disclosed in Schedule 3.1(g), 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) relates to or challenges the legality, validity or enforceability of any of the Transaction Documents, the Shares or the Underlying Shares, (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documents.

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