Awareness of Adverse Facts Sample Clauses

Awareness of Adverse Facts. Neither of the Sellers nor any of its officers or directors are aware of the existence of any pending or threatened litigation or proceeding or any pending or threatened development or other state of facts which would render any of the warranties, representations or disclosures made herein either untrue, incomplete or misleading, or whose failure to disclose would render any of the warranties, representations or disclosures made herein or in any of the exhibits or schedules hereof either untrue, incomplete or misleading, or which would have a materially adverse effect upon the business of any Seller, or upon the relations of the Buyer with any of either Seller's suppliers or customers.
Sample 1
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Awareness of Adverse Facts. Any of the Parties that becomes aware of a fact that has occurred, which could in any way adversely affect or impair the rights of the other Party or the fulfillment of any of the obligations undertaken herein in any material respect, shall promptly inform the other Party of such fact.
Sample 1
Awareness of Adverse Facts. Neither Buyer nor any of its officers or directors are aware of the existence of any pending or threatened litigation or proceeding or any pending or threatened development or other state of facts which would render any of the warranties, representations or disclosures made herein by Buyer either untrue, incomplete or misleading, or whose failure to disclose would render any of the warranties, representations or disclosures made herein or in any of the exhibits or schedules hereof either untrue, incomplete or misleading, or which would have a materially adverse effect upon the business of Buyer.
Sample 1

Related to Awareness of Adverse Facts

  • Litigation; Adverse Facts There are no actions, suits, proceedings, arbitrations or governmental investigations (whether or not purportedly on behalf of Holdings 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 (including any Environmental Claims) that are pending or, to the knowledge of Holdings or Company, threatened against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries and that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (i) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or (ii) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

  • Notice of Adverse Change Recipient shall promptly notify OBDD of any adverse change in the activities, prospects or condition (financial or otherwise) of Recipient or the Project related to the ability of Recipient to perform all obligations required by this Contract.

  • Absence of Adverse Changes From the date hereof until the Closing, there will have been no material adverse change in the financial or business condition of the Company.21

  • Litigation; Adverse Effects (a) To the best of Borrower’s knowledge, there is no Proceeding, pending or threatened, against Borrower or any property of Borrower (including the Property), which, if adversely determined, would result in a Material Adverse Effect. (b) Except as disclosed on Schedule 5.11 hereto, Borrower is not (i) in violation of any applicable law, which violation has a Material Adverse Effect, or (ii) subject to or in default with respect to any Court Order which has a Material Adverse Effect.

  • No Adverse Interests Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

  • No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

  • No Adverse Effect The acquisition by the Trust of the Receivables arising in the Additional Accounts shall not, in the reasonable belief of the Transferor, result in an Adverse Effect;

  • No Adverse Litigation There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.

  • Determination of Adverse Consequences The Parties shall take into account the time cost of money (using the Applicable Rate as the discount rate) in determining Adverse Consequences for purposes of this §8. All indemnification payments under this §8 shall be deemed adjustments to the Purchase Price.

  • No Adverse Material Change (i) Since March 31, 2016, there shall not have occurred any event, condition or state of facts which could reasonably be expected to have a Material Adverse Effect and (ii) no representations made or information supplied to Agent or Lenders shall have been proven to be inaccurate or misleading in any material respect;

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