Certain Legal Proceedings. There is no litigation, governmental investigation or proceeding pending or threatened, in each case against any of HCP or any of its Affiliates which would materially impair or adversely affect such Person’s ability to perform its obligations under this Agreement or any Closing Document.
Certain Legal Proceedings. Except as described in writing to IDF by TechStar, during the past five-year period, neither TechStar, any officer or director of TechStar, nor any person intended to become an officer or director of TechStar or as a nominee of TechStar to become a director of IDF upon the Merger, has been the subject of:
(a) a petition under the Federal bankruptcy laws or any other insolvency law or has a receiver, fiscal agent or similar officer been appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
(b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding minor traffic violations which do not relate to driving while intoxicated or driving under the influence);
(c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the united States Commodity Futures Trading Commission or any associated person of any of the foregoing, or as an investment advisor, underwriter, broker or company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal, state or other securities laws or commodities laws;
(d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal, state or local authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in the preceding sub-paragraph, or to be associated with persons engaged in any such activity;
(e) a finding by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission (the "Commission") to have violated any securities law, regulation or decree and the judgment in such civil...
Certain Legal Proceedings. To the Company’s knowledge, none of the executive officers of the Company have been convicted of (or plead “guilty” or “nolo contendere” to or been found guilty and not convicted of) any felony offense, or convicted of (or plead “guilty” or “nolo contendere” to or been found guilty and not convicted of) any misdemeanor involving fraud or moral turpitude.
Certain Legal Proceedings. With respect to one CRJ leveraged lease in which Independence Air, Inc. is lessor and FLYi, Inc. is a guarantor, a lender under the leveraged lease did not agree to defer lease payments pending restructuring negotiations, and has terminated the lease and repossessed the aircraft. An action is also pending the Supreme Court of the State of New York, County of New York, titled U.S. Bank National Association, as Loan trustee on behalf of ING Lease (Ireland) B.V. and ING Lease (Ireland) B.V. v. Independence Air, Inc. In that action the plaintiff is seeking damages for all unpaid rent due under the applicable lease before, during and after the exercise of remedies, and for legal fees and other costs. Independence Air does not anticipate that this case will be settled as part of its restructuring and the claim will need to be litigated. Unless Independence Air, Inc. is able to negotiate a suitable resolution of this matter, it will have an ongoing exposure for amounts due under the lease relative to the amount earned by the lease parties after they have mitigated their damages. Seven J41 leases in which Independence Air, Inc. is lessor and FLYi, Inc. is a guarantor are with an affiliate of BAE Systems, Inc. The leases include a provision that requires Independence Air, Inc. to pay maintenance reserves should it terminate its engine power by the hour arrangement. That arrangement was terminated when the J41 operations ceased. The leases provide that Independence Air, Inc. catch up on reserve payments by making 12 equal monthly installments. The lessor provided a notice of default in December 2004 claiming reserves in excess of $[***]. Independence Air, Inc. has subsequently not made monthly lease payments. The lessor waived defaults through January 31, 2005, but has not agreed to a further extension. The lease also provides that the loss of Independence Air, Inc.’s code share agreement with United is a violation of the lease. As a result of the termination of Independence Air, Inc.’s agreement with United, this provision could be raised by the lessor as a further effort to accelerate the leases. Independence Air, Inc. is in negotiations with the lessor for the return of the aircraft, the termination of the applicable leases, and the settlement of outstanding defaults, and presently anticipates that it will successfully complete these negotiations as part of its restructuring. With respect to four J41 leases in which Independence Air, Inc. is lessor and FLYi, Inc....
Certain Legal Proceedings. (a) None of the directors, officers or other Affiliates of Sunburst have been included within the last five (5) years in any legal proceedings of the type listed in Item 401(d) of Regulation S-B, Integrated Disclosure System for Small Business Issuers.
(b) Neither Sunburst, its predecessors, if any, or any of its Affiliates has been subject to a disqualifying provision of Regulation A or Regulation D, pursuant to the Securities Act.
Certain Legal Proceedings. 35 (c) NOTICE................................................................................35 5.4 INVESTIGATION; CONFIDENTIALITY.................................................................35 5.5 EXPENSES.......................................................................................36 5.6
Certain Legal Proceedings. In the event any claim, action, suit, investigation or other proceeding by any Governmental Entity or other person is commenced which questions the validity or legality of the Merger or seeks damages in connection therewith, the parties agree to cooperate and use their best efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit or other proceeding, to use commercially reasonable efforts to have such injunction or other order lifted or appealed and to cooperate reasonably regarding any other impediment to the consummation of the Merger; provided, however, that nothing in this subsection (b) shall require either Holdings, Bunzl or AFC to divest any assets or business as a requirement of consummating the Merger.
Certain Legal Proceedings. In the event of any claim, action, suit, investigation, or other proceedings by any government entity or other person is commenced against CCA which questions the validity or legality of the Exchange or any of the other transactions contemplated hereby or seeks damages in connection therewith, the ACT Shareholders agree to cooperate with CCA and use their reasonable efforts to defend against such claim, action, suit, investigation, or other proceeding, and if an injunction or other order is issued in any such action, suit or other proceedings, to use their reasonable efforts to have such injunction or such order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated by this Agreement.
Certain Legal Proceedings. Notwithstanding the foregoing, the Parties agree that:
21.7.1 If a controversy or claim relates in any way to a lawsuit brought by a third party against one or both of the Parties, either Party may, at its option, file a cross-complaint against the other Party in such lawsuit with respect to the controversy or claim, in which case the controversy or claim will be resolved by such court in lieu of arbitration.
21.7.2 If a controversy or claim relates in any way to the interpretation, breach or threatened breach of provisions of this Agreement concerning Confidential Information or intellectual property, it may, at either Party's option, be resolved by a court of competent jurisdiction.
21.7.3 Upon commencement of any proceeding contemplated by the foregoing subparagraphs, any arbitration then pending will be stayed, insofar as it concerns such issues.
21.7.4 The Parties reserve the right to seek provisional remedies in aid of arbitration from and to enforce arbitral awards through proceedings in courts of competent jurisdiction.
Certain Legal Proceedings. There is no pending Legal Proceeding that has been commenced against Purchaser or Parent and that challenges, or may have the effect of preventing, delaying, making illegal or otherwise interfering with, any transactions contemplated by this Agreement and to the Knowledge of Purchaser, no such Legal Proceeding has been threatened.
