Actions and Orders Sample Clauses

Actions and Orders. (a) Except as set forth on Schedule 3.16(a) of the Company Disclosure Letter, there are, and since January 1, 2017 have been, no Actions pending or, to the Company’s Knowledge, threatened in writing against the Company, its Subsidiaries or any of its or their respective officers, Employees, or Representatives in their capacities as such. Except as set forth on Schedule 3.16(a) of the Company Disclosure Letter, there are, and since January 1, 2017 have been, no Actions by the Company or any of its Subsidiaries pending against any other Person, and neither the Company nor any of its Subsidiaries intends to initiate any such Action. Except as set forth on Schedule 3.16(a) of the Company Disclosure Letter, the operation of the business of the Company is not, and since January 1, 2017 has not been, subject to any Order. The Company and its Subsidiaries are and have been in material compliance with all Orders set forth on Schedule 3.16(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries is a party to or bound by any Contract to settle or compromise any Action against it which has involved any obligation other than the payment of money or under which the Company or any of its Subsidiaries has any continuing Liability.
Sample 1
AutoNDA by SimpleDocs
Actions and Orders. Neither Borrower nor any of its assets is subject to any pending Action and there is no threatened Action against Borrower or any of its assets. Borrower is not subject to any outstanding Order.
Sample 1
Actions and Orders. There are no Actions pending or, to the Company’s Knowledge, threatened: (i) alleging any infringement, misappropriation, or violation by the Company or any of its Subsidiaries of the Intellectual Property of any Person; or (ii) challenging the validity, enforceability, ownership of, or right to use any Owned Intellectual Property of the Company or the Company’s or any of its Subsidiaries’ rights with respect to any Company IP, in each case except for such Actions that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries are not subject to any outstanding order that restricts or impairs the use of any Company Intellectual Property, except where compliance with such order would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Sample 1
Actions and Orders. There are no Actions pending or, to the Knowledge of the Company, threatened: (i) alleging any infringement, misappropriation, or violation by the Company of the Intellectual Property of any Person; or (ii) challenging the validity, enforceability, or ownership of any Company Intellectual Property or the Company’s rights with respect to any Company Intellectual Property. The Company is not subject to any outstanding Governmental Order that restricts or impairs the use of any Company Intellectual Property.
Sample 1
Actions and Orders. There are no Actions pending or, to the Knowledge of the Parent, threatened: (i) alleging any infringement, misappropriation, or violation by the Parent or any of its Subsidiaries of the Intellectual Property of any Person; or (ii) challenging the validity, enforceability, or ownership of any Parent-Owned IP or the Parent or any of its Subsidiaries’ rights with respect to any Parent Intellectual Property. The Parent and its Subsidiaries are not subject to any outstanding Governmental Order that restricts or impairs the use of any Parent-Owned IP.
Sample 1
Actions and Orders. Except as disclosed on Schedule 7.7, there are no Actions pending or, to the Knowledge of the Seller, threatened against, by or affecting the Purchased Assets or the Restaurant Business in any court or before any arbitrator or Governmental Body, which are not adequately covered by insurance or as to which an insurer has reserved any right to deny coverage. Except, as disclosed on Schedule 7.7, to Seller's Knowledge, Seller is not in violation of any applicable Law in any material respect or Order entered by any Governmental Body relating to the operation or conduct of the Restaurant Business or ownership of the Purchased Assets, nor has the Seller been charged with, or is Seller under investigation with respect to any charge concerning any such violation. Seller has not received any notice from any Governmental Body of any permanent or temporary taking by condemnation or eminent domain or any other taking of any of the Purchased Assets under applicable Law, and to Seller's Knowledge, its has received no correspondence or inquiries regarding any contemplated taking and there are no plans, investigations or studies pending for any such taking. There are no judgments unsatisfied against the Seller and there are no continuing consent decrees to which the Seller is subject. The Seller is not involved in or threatened with any labor dispute as of the date hereof.
Sample 1
Actions and Orders. Except as set forth on Section 5.9 of the Disclosure Schedule, no Seller Party is a party to, the subject of, or, to the Knowledge of Seller, threatened to be made a party to or the subject of any Action or Order relating to or affecting any of the Transaction Documents, any of the Transactions, any of the Acquired Assets or the Assumed Liabilities or that would materially impair the ability of Buyer to conduct the Business.
Sample 1
AutoNDA by SimpleDocs
Actions and Orders. There are no Actions pending or, to the Sellers' Knowledge, threatened: (i) alleging any infringement, misappropriation, or violation of the Intellectual Property of any Person by the Company; (ii) challenging the validity, enforceability, registrability, patentability, or ownership of any Company-Owned IP or the Company's rights with respect to any Company IP, in each case; or (iii) by the Company, or any other Person alleging any infringement, misappropriation, or other violation by any Person of any Intellectual Property Assets. The Company is not aware of any facts or circumstances that could reasonably be expected to give rise to any such Action. The Company is not subject to any outstanding or prospective governmental Order (including any motion or petition therefor) that does or could reasonably be expected to restrict or impair the use of any Company-Owned IP or the Company's rights with respect to any Company IP, in each case.
Sample 1
Actions and Orders 
Sample 1Sample 2Sample 3See All (5)

Related to Actions and Orders

  • Litigation and Orders There is no Proceeding pending or, to Buyer’s Knowledge, Threatened against Buyer, as of the date of this Agreement, that, if decided adversely to Buyer, will materially and adversely affect Buyer’s ability to consummate the transactions contemplated herein. As of the date of this Agreement, Buyer is not subject to any Order that will materially and adversely affect Buyer’s ability to consummate the transactions contemplated herein.

  • Proceedings and Orders Neither Purchaser, nor any director, officer, affiliate or 5% or greater shareowner of Purchaser, during the last ten years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, or has been convicted of fraud or felony charges or restricted in conducting any business activity.

  • Legal Proceedings and Orders There is no action, suit, proceeding or investigation pending or threatened against Geron that questions the validity of this Agreement or the right of Geron to enter into this Agreement or to consummate this transactions contemplated hereby, nor is Geron aware of any basis for any of the forgoing. Geron is neither a party nor subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality that would affect the ability of Geron to enter into this Agreement or to consummate the transactions contemplated hereby.

  • Compliance with Laws and Orders Buyer is not in violation of or in default under any Law or order applicable to Buyer or its Assets the effect of which, in the aggregate, would reasonably be expected to hinder, prevent or delay Buyer from performing its obligations hereunder.

  • Forecasts and Orders 4.1 Customer shall provide IBM’s customer account representative with a Product demand forecast, which shall cover a minimum of twelve (12) months broken out by Product and month. By the fifth (5th) day of every month during the term of this Attachment, Customer will provide IBM’s customer account representative with an updated Product demand forecast covering a rolling twelve (12) month period (not to extend beyond the term of this Attachment), which will be reviewed for approval by IBM within ten (10) days of receipt by IBM. Forecasts shall constitute good faith estimates of Customer’s anticipated requirements for Products but shall not contractually obligate IBM to supply, nor contractually obligate Customer to purchase, the quantities of Product set forth in such forecasts.

  • Litigation; Observance of Agreements, Statutes and Orders (a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Payment of Checks, Drafts and Orders Subject to Section 9.5, the Assuming Institution agrees to pay all properly drawn checks, drafts and withdrawal orders of depositors of the Failed Bank presented for payment, whether drawn on the check or draft forms provided by the Failed Bank or by the Assuming Institution, to the extent that the Deposit balances to the credit of the respective makers or drawers assumed by the Assuming Institution under this Agreement are sufficient to permit the payment thereof, and in all other respects to discharge, in the usual course of conducting a banking business, the duties and obligations of the Failed Bank with respect to the Deposit balances due and owing to the depositors of the Failed Bank assumed by the Assuming Institution under this Agreement.

  • Environmental and Safety Matters Except as disclosed in Schedule 4.13:

  • Litigation; Observance of Statutes and Orders (a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any property of the Company in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

  • Environmental Matters Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

Time is Money Join Law Insider Premium to draft better contracts faster.