Actions; Suits; Proceedings. (a) There are no judicial, administrative, mediation or arbitration actions, suits or proceedings pending or, to the best of Borrower’s knowledge, threatened in writing against or affecting Borrower (and, if Borrower is a limited partnership, any of its general partners or if Borrower is a limited liability company, any member of Borrower) or the Mortgaged Property which, if adversely determined, would have a Material Adverse Effect.
Actions; Suits; Proceedings. There are no actions, suits or proceedings pending or, to Buyer ‘s knowledge, threatened, against or affecting Buyer or any of its properties in or before any court, arbitrator or governmental body that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or any other Transaction Document or the legality, validity or enforceability of this Agreement or any other Transaction Document.. Buyer is not in default with respect to any order of any court, arbitrator or governmental body binding upon it or any of its properties
Actions; Suits; Proceedings. (a) There are no judicial, administrative, mediation or arbitration actions, suits or proceedings pending or, to the best of Borrower’s knowledge, threatened in writing against or affecting Borrower (and, if Borrower is a limited partnership, any of its general partners or if Borrower is a limited liability company, any member of Borrower) or the Mortgaged Property which, if adversely determined, would have a Material Adverse Effect.
(b) Without limiting the generality of subsection (a) above, none of Borrower (and, if Borrower is a limited partnership, any of its general partners or if Borrower is a limited liability company, any member of Borrower), any Facility Operator, or the Facility are subject to any proceeding, suit or investigation by any Governmental Authority. Neither Borrower nor any Facility Operator has received any notice from any Governmental Authority which may, directly or indirectly, or with the passage of time, have a Material Adverse Effect or otherwise result in any of the following:
(i) The imposition of a fine, interim sanction, or final sanction.
(ii) A lower reimbursement rate for services rendered to eligible residents.
(iii) The Downgrade, revocation, transfer, surrender or suspension, or non-renewal or reissuance, or any other impairment of any License.
(iv) The appointment of a receiver or trustee.
(v) Impairment of Borrower’s or any Facility Operator’s ability to accept and retain residents.
(vi) Impairment of Borrower’s or Facility Operator’s continued participation in any Governmental Payor Program, or any successor programs thereto, at current rate certifications.
Actions; Suits; Proceedings. (a) There are no judicial, administrative, mediation or arbitration actions, suits or proceedings pending or, to the best of Borrower’s knowledge, threatened in writing against or affecting Borrower (and, if Borrower is a limited partnership, any of its general partners or if Borrower is a limited liability company, any member of Borrower) or the Mortgaged Property which, if adversely determined, would have a Material Adverse Effect.
(b) Without limiting the generality of subsection (a) above, none of Borrower (and, if Borrower is a limited partnership, any of its general partners or if Borrower is a limited liability company, any member of Borrower), any Facility Operator, or the Facility are subject to any proceeding, suit or investigation by any Governmental Authority and neither Borrower nor any Facility Operator has received any notice from any Governmental Authority which may, directly or indirectly, or with the passage of time, result in the imposition of a fine, or interim or final sanction, or would do any of the following:
(i) Have a Material Adverse Effect.
(ii) Result in the appointment of a receiver or trustee.
(iii) Affect Borrower’s or any Facility Operator’s ability to accept and retain residents.
(iv) Result in the Downgrade, revocation, transfer, surrender or suspension, or non-renewal or reissuance or other impairment of any License.
(v) Affect Borrower’s or operator’s continued participation in any Governmental Payor Program, or any successor programs thereto, at current rate certifications.
Actions; Suits; Proceedings. Except as described in the Forms 10-K, 10-Q and 8-K of Federal Signal, there are no actions, suits or proceedings pending or, to Seller’s knowledge, threatened, against or affecting Seller or any of its properties in or before any court, arbitrator or governmental body that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Seller is not in default with respect to any order of any court, arbitrator or governmental body binding upon it or any of its properties
Actions; Suits; Proceedings. Except as described in the Forms 10-K, 10-Q and 8-K of Guarantor, there are no actions, suits or proceedings pending or, to Guarantor’s knowledge, threatened, against or affecting Guarantor or any of its properties in or before any court, arbitrator or governmental body that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Guarantor is not in default with respect to any order of any court, arbitrator or governmental body binding upon it or any of its properties
Actions; Suits; Proceedings. No action, suit or proceeding before --------------------------- any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted on or before the Closing Date.
Actions; Suits; Proceedings. There are no requests, notices, investigations, claims, demands, actions, suits or other legal or administrative proceedings pending or, to the Knowledge of Metron, threatened against Metron or any Metron Selling Affiliate or any of their respective properties in any court or arbitration tribunal or before any federal, local or other governmental agency which (i) seek to restrain or prohibit the transactions contemplated by this Agreement or obtain any damages in connection therewith, (ii) in any way call into question the validity of this Agreement, the Israel Distribution Agreement, the Note and the Security Agreement, or any other agreement, document or instrument contemplated hereby or (iii) could reasonably be expected to have a material adverse effect on the Distribution Business or on the ability of Metron or any Metron Selling Affiliate to consummate the transactions contemplated by this Agreement.
Actions; Suits; Proceedings. There are no requests, notices, investigations, claims, demands, actions, suits or other legal or administrative proceedings pending or, to the Knowledge of FSI, threatened against FSI or any FSI Purchasing Affiliate or any of their respective properties in any court or arbitration tribunal or before any federal, local or other governmental agency which (i) seek to restrain or prohibit the transactions contemplated by this Agreement or obtain any damages in connection therewith, (ii) in any way call into question the validity of this Agreement, the Israel Distribution Agreement, the Note and the Security Agreement, or any other agreement, document or instrument contemplated hereby or (iii) could reasonably be expected to have a material adverse effect on the Distribution Business or on the ability of FSI or any FSI Purchasing Affiliate to consummate the transactions contemplated by this Agreement.
Actions; Suits; Proceedings. There are no requests, notices, investigations, claims, demands, actions, suits or other legal or administrative proceedings pending or, to the knowledge of Buyer, threatened against Buyer or any of its property in any court or before any federal, state, municipal or other governmental agency, nor is Buyer in default with respect to any order of any court or governmental agency entered against it that would reasonably be expected to prevent, delay or impair the Buyer’s ability to consummate the transactions contemplated by the Transaction Documents.
