Claims and Proceeding Sample Clauses

Claims and Proceeding. Schedule 12(o) is a complete and ----------------------- --------------- accurate list and description of all claims, actions, suits, proceedings and investigations currently pending or, to the best knowledge of DigiTar, threatened against DigiTar, DigiTar LLP, any Principal or the Business or any of the properties, Purchased Assets, at law or in equity, or before or by any court, municipal or other governmental department, commission, board, agency or instrumentality. Except as set forth in Schedule 12(o), none of such claims, -------------- actions, suits, proceedings or investigations will result in any liability or loss to DigiTar, DigiTar LLP, the Purchased Assets or the Business which (individually or in the aggregate) is material to DigiTar, DigiTar LLP, the Purchased Assets, or the Business and DigiTar and DigiTar LLP have not been, and are not now, subject to any order, judgment, decree, stipulation or consent of any court, governmental body or agency. No inquiry, action or proceeding has been asserted, instituted or, to the best knowledge of DigiTar, DigiTar LLP, or the Principals threatened to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of DigiTar, DigiTar LLP, and the Principals there is no basis for any claim or action which would, or could reasonably be expected to (individually or in the aggregate), have a material adverse effect on the Business or financial condition of DigiTar. To the best knowledge of DigiTar, DigiTar LLP, and the Principals no claim, complaint, suit, action, proceeding or investigation is pending or threatened against any of the Principals or to any other person or entity having an ownership interest in, or who was an officer, director, or agent of DigiTar or DigiTar LLP, which may result in any restraint, prohibition or the obtaining of damages or any other relief.
Sample 1Sample 2
AutoNDA by SimpleDocs
Claims and Proceeding. Schedule 3.18 is a complete and accurate list and description of all claims, actions, suits, proceedings and investigations currently pending or, to the best knowledge of Seller, threatened against or affecting Seller, the Principal or the Business Segment or any of the properties, Purchased Assets, at law or in equity, or before or by any court, municipal or other governmental department, commission, board, agency or instrumentality. Except as set forth in Schedule 3.18, none of such claims, actions, suits, proceedings or investigations will result in any liability or loss to Seller, the Purchased Assets or the Business Segment which (individually or in the aggregate) is material to Seller, the Purchased Assets, or the Business Segment and Seller has not been, and is not now, subject to any order, judgment, decree, stipulation or consent of any court, governmental body or agency. No inquiry, action or proceeding has been asserted, instituted or, to the best knowledge of Seller, threatened to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof. To the best knowledge of Seller, there is no basis for any claim or action which would, or could reasonably be expected to (individually or in the aggregate), have a material adverse effect on the Business Segment or financial condition of Seller. Except as set forth in Schedule 3.18, no claim, complaint, suit, action, proceeding or investigation is pending or, to Seller's actual knowledge, threatened against the Principal or to any other person or entity having an ownership interest in, or who was an officer, director, or agent of Seller, which may result in any restraint, prohibition or the obtaining of damages or any other relief.
Sample 1
Claims and Proceeding. Where use of the Trailer by the Renter, or any other person results in an accident or claim, or where damage or loss is sustained to the Trailer, the Renter must ensure that they 7.1. Promptly reports such incidents to the local police as required by the traffic act or any road safety act; 7.2. Promptly reports such incidents in writing to ToPH; 7.3. Does not, without XxXX’s written consent, make or give any offer, promise of payment, settlement, waiver, release, indemnity or admission of liability; 7.4. Permits ToPH or its insurer at its own cost to bring, defend, enforce or settle any legal proceedings against a third party; 7.5. Completes and furnishes to ToPH within a reasonable time any statement, information or assistance which ToPH or its insurer may reasonably require, including attending a lawyer’s offices and at court to give evidence.
Sample 1
Claims and Proceeding. In the event that any person (an “Indemnitee”) entitled to indemnification under Section 13.01 or Section 13.02 is seeking such indemnification, such Indemnitee shall (a) inform, in writing, the indemnifying Party (the “Indemnitor”) as soon as reasonably practicable after such Indemnitee receives notice of such Third Party Claim, provided that the failure to notify the Indemnitor shall not relieve the Indemnitor from any liability except to the extent that such failure to notify actually adversely impacts the Indemnitor’s ability to defend such Third Party Claim; (b) permit the Indemnitor to assume direction and control of the defense of the Third Party Claim (provided, that (i) the Indemnitor promptly takes control of the defense of the Third Party Claim following receipt of a notice, and (ii) neither the Indemnitee nor the Indemnitor may settle the Third Party Claim without the prior consent of the other Party, not to be unreasonably withheld, conditioned or delayed), (c) cooperate as reasonably requested (at the expense of the Indemnitor) in the defense of the Third Party Claim, and (d) undertake all reasonable steps to mitigate any loss, damage or expense with respect to the Third Party Claim(s). Without limiting the foregoing, any Indemnitee will be entitled to participate in the defense of a Third Party Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnitor in writing, or (ii) the Indemnitor has failed to assume the defense (or having elected to assume control of the defense, has failed to diligently defend such Third Party Claim) and employ counsel in accordance with this Section 13.03, in which case the Indemnitee will be allowed to control the defense. Such notice shall state that the Indemnitor is required to indemnify the Indemnitee for a Loss and shall specify the amount of Loss and relevant details thereof.
Sample 1
Claims and Proceeding. Where use of the Vehicle by the Renter, and Authorised Driver or any other person results in an accident or claim, or where damage or loss is sustained to the Vehicle, the Renter must ensure that the Renter or any Authorised Driver or both (as the case may be): 10.1. Promptly reports such incidents to the local police as required by the traffic act or any road safety act; 10.2. Promptly reports such incidents in writing to ToPH;
Sample 1
Claims and Proceeding. Schedule 3.12 is a complete and accurate list and description of all claims, actions, suits, proceedings and investigations currently pending or, to Seller’s knowledge, threatened against or affecting the Business or any of the Purchased Assets, at law or in equity, or before or by any court, municipal or other governmental department, commission, board, agency or instrumentality. No inquiry, action or proceeding has been asserted, instituted or, to Seller’s knowledge, threatened to restrain or prohibit the carrying out of the transactions contemplated by this Agreement or to challenge the validity of such transactions or any part thereof or seeking damages on account thereof.
Sample 1

Related to Claims and Proceeding

  • Claims and Proceedings 14 3.17 Taxes...................................................................15 3.18 Personnel...............................................................16

  • Claims and Litigation No pending or, to the Company's knowledge, threatened, claims, suits or other proceedings exist with respect to any Employee Benefit Plan other than normal benefit claims filed by participants or beneficiaries.

  • Claims and Suits (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank with respect to which the Receiver has indemnified the Assuming Bank in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank with respect to any of its obligations under this Agreement. (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

  • Litigation and Proceedings There are no actions, suits, proceedings, or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

  • Actions and Proceedings Lender has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Borrower, which Lender, in its discretion, decides should be brought to protect its interest in the Property.

  • Litigation; Proceedings Except as specifically disclosed in Schedule 3.1(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) relates to or challenges the legality, validity or enforceability of any of the Transaction Documents, the Shares or the Underlying Shares, (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documents.

  • Investigations and Proceedings The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or any judicial proceeding with respect to each party’s activities under this Agreement and promptly to notify the other party of any such investigation or proceeding.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing Date;

  • Claim A demand or assertion by the Owner or the Contractor seeking an adjustment of the Contract Sum or Contract Time, or both, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and the Contractor arising out of or relating to the Contract. The responsibility to substantiate a Claim shall rest with the party making the Claim. A demand for money or services by a third party, including a Trade Contractor, Supplier, or subcontractor to the Contractor, is ipso facto not a Claim against the Owner.

  • Legal Action There shall not have been instituted or threatened any legal proceeding relating to, or seeking to prohibit or otherwise challenge the consummation of, the transactions contemplated by this Agreement, or to obtain substantial damages with respect thereto.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!