Adverse Facts. “Adverse Facts” means conditions or occurrences generally recognized by competent licensees 202 that have a negative impact on the value of the real estate, significantly reduce the structural integrity of 203 improvements to real property or present a significant health risk to occupants of the property.
Adverse Facts. Seller is not aware (after having made all reasonable inquiries) of any fact or matter not disclosed in this Agreement or in the Schedules hereto which might be reasonably expected to adversely effect the Assets or the Business after Closing.
Adverse Facts. There is no action, suit, proceeding, arbitration or governmental investigation (whether or not purportedly on behalf of Company or any of its Subsidiaries) at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, pending or, to the knowledge of Company, threatened against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries that, either individually or in the aggregate together with all other such actions, proceedings and investigations, has had, or could reasonably be expected to result in, a Material Adverse Effect. Neither Company nor any of its Subsidiaries is or has been (i) in violation of any applicable law (including any Pure Food and Drug Laws that has had, or could reasonably be expected to result in, a Material Adverse Effect or (ii) subject to or in default with respect to any final judgment, writ, injunction, decree, rule or regulation of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that has had, or could reasonably be expected to result in, a Material Adverse Effect.
Adverse Facts. To the best knowledge of Seller, there is no material adverse fact or condition relating to the Service Assets or any portion thereof (other than conditions relating to markets generally) which has not been specifically disclosed on Exhibit "B".
Adverse Facts. (a) There is no action, suit, proceeding, or arbitration (irrespective of whether purportedly on behalf of any Loan Party or any of its Subsidiaries) at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, pending or, to the knowledge of any Borrower, threatened in writing against or affecting any Loan Party or any of its Subsidiaries, that could reasonably be expected to have a Material Adverse Effect;
(b) None of the Loan Parties or any of their respective Subsidiaries is: (i) in violation of any applicable law in a manner that could reasonably be expected to have a Material DB2/ 42498508.4 Adverse Effect, or (ii) subject to or in default with respect to any final judgment, writ, injunction, decree, rule, or regulation of any court or of any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, in a manner that could reasonably be expected to have a Material Adverse Effect; and
(c) There is no action, suit, proceeding or investigation pending or, to the knowledge of any Borrower, threatened in writing against or affecting any Loan Party or any of its Subsidiaries that questions the validity or the enforceability of this Agreement or other the Loan Documents.
Adverse Facts. No facts are known to Medalion which would materially and adversely affect future activities of Medalion. No Misrepresentation or warranty by Medalion in this Agreement or any statement or certification furnished or to be famished to Orex pursuant to this Agreement or in connection with the transaction contemplated hereby, contains or will contain any untrue statement of material facts or omits or will omit a materiel fact necessary to make the statements contained herein true and correct.
Adverse Facts. Sellers and/or the Partners are not aware (without the obligation to make inquiries) of any fact or matter not disclosed in this Agreement or in the Schedules hereto which might be expected to adversely effect the Assets or the Business after Closing.
Adverse Facts. No facts are known to Medco or the Sole Shareholder which would materially and adversely affect future operations of Medco.
Adverse Facts. 11 4.20 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 4.21 Workers' Compensation Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 4.22
Adverse Facts. Neither Borrower, any Subsidiary, nor Guarantor ------------- is (i) in violation of any applicable law which would have a Material Adverse Effect, or (ii) subject to or in default with respect to any final judgment, writ, injunction, decree, rule or regulation of any court or Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which would have a Material Adverse Effect.
