Actionable Legal Theories Sample Clauses

Related to Actionable Legal Theories

• No Legal Actions No court or governmental authority of competent jurisdiction shall have issued an order, not subsequently vacated, restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and no person shall have instituted an action or proceeding which shall not have been previously dismissed seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement or seeking damages with respect thereto.

• General Allegations The Settling Entity enters into this Settlement Agreement on behalf of the noticed violator described in subsection 1.4 below, with whom such Settling Entity has a contract for one or more of the products at issue which contains indemnity and defense clauses. The Settling Entity has accepted a tender from the noticed violator and approached Xxxxxxx to resolve such violator’s alleged liability. Additionally, the Settling Entity is making commitments in furtherance of the public interest as set forth below. Xxxxxxx alleges that the Settling Entity manufactures, imports, distributes, sells and/or otherwise facilitates for sale in California the lead products defined below, and that it does so without providing the health hazard warning required by Proposition 65 for consumer exposures to lead. Lead is listed pursuant to Proposition 65 as a chemical known to the State of California to cause cancer, and birth defects or other reproductive harm.

• No Legal Action No action or proceeding shall be pending or threatened by any Person to enjoin, restrict or prohibit any of the Transactions or the right of the Purchaser to conduct the Purchaser Business after Closing on substantially the same basis as heretofore conducted.

• Other Legal Actions The actions stipulated in this Integrity Pact are without prejudice to any other legal action that may follow in accordance with the provisions of the extant law in force relating to any civil or criminal proceedings.

• Other Legal Requirements The references to particular laws of the State of New York in this Article, in Exhibit C and elsewhere in this Agreement are not intended to be exclusive and nothing contained in such Article, Exhibit and Agreement shall be deemed to modify the obligations of the Contractor to comply with all legal requirements.

• No Legal Order Pending There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement.

• No Legal Impediments The making of the Loans or the Issuance of such Letter of Credit on such date does not violate any Requirement of Law on the date of or immediately following such Loan or Issuance of such Letter of Credit and is not enjoined, temporarily, preliminarily or permanently. Each submission by the Borrower to the Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by the Borrower of the proceeds of each Loan requested therein, and each submission by the Borrower to an Issuer of a Letter of Credit Request, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clause (b) above on the date of the making of such Loan or the Issuance of such Letter of Credit.

• Litigation History There shall be no consistent history of court/arbitral award decisions against the Tenderer, in the last (Specify years). All parties to the contract shall furnish the information in the appropriate form about any litigation or arbitration resulting from contracts completed or ongoing under its execution over the year’s specified. A consistent history of awards against the Tenderer or any member of a JV may result in rejection of the tender.

• Allegations 1. The Drug Price Competition and Patent Term Restoration Act of 1984, commonly known as the Xxxxx-Xxxxxx Act ("Xxxxx-Xxxxxx"), created the regulatory mechanism under which the United States Food and Drug Administration can approve generic pharmaceuticals. In 2015, sales of generic pharmaceuticals in the United States were estimated at $74.5 billion dollars. Today, the generic pharmaceutical industry accounts for approximately 88% of all prescriptions written in the United States. 2. Heritage, a privately held company formed in 2006, markets a variety of products in a number of therapeutic categories, including but not limited to: cardiovascular, metabolic disease, anti-infective and pain management. 3. Xxxxxx participated in a conspiracy to suppress and eliminate competition by allocating customers, rigging bids, and fixing and maintaining prices for doxycycline hyclate delayed release sold in the United States, from in or about April 2013 and continuing until at least December 2015, in violation of the Xxxxxxx Antitrust Act, 15 U.S.C. § 1. Xxxxxx participated in a conspiracy to suppress and eliminate competition by allocating customers and fixing and maintaining prices for glyburide sold in the United States, from in or about April 2014 and continuing until at least December 2015, in violation of the Xxxxxxx Antitrust Act, 15 U.S.C. § 1. (“Relevant Conduct”).

• No Legal Proceedings No suit, action or other legal or administrative proceedings before any court or other governmental agency shall be pending or threatened seeking to enjoin the consummation of the Transactions contemplated hereby.