ACTION AND PROCEEDINGS Sample Clauses

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.
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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.
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ACTION AND PROCEEDINGS. 27 Section 3.12
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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;
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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 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.

  • 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.

  • 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.

  • 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.

  • Acts and Proceedings This Agreement has been duly authorized by all necessary action on the part of the Investor, has been duly executed and delivered by the Investor, and is a valid and binding agreement of the Investor.

  • Proper Proceedings This Agreement, each other Credit Document and the transactions contemplated hereby and thereby shall have been authorized by all necessary corporate or other proceedings. All necessary consents, approvals and authorizations of any governmental or administrative agency or any other Person of any of the transactions contemplated hereby or by any other Credit Document shall have been obtained and shall be in full force and effect.

  • Litigation and Pending Proceedings Except as set forth in the ONB Disclosure Schedule:

  • 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.

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