Claims or Litigation. Except for those matters disclosed on the Seller Litigation Certification, neither the Seller, or the Property is subject to any claim, demand, suit, unfiled lien, proceeding, or litigation of any kind, pending or outstanding, before any court or administrative, governmental or regulatory authority, agency or body, domestic or foreign, or to any order, judgment, injunction or decree of any court, tribunal or other governmental authority, or to the knowledge of Seller, threatened or likely to be made or instituted, which individually or in the aggregate would have a material adverse effect on the business or financial condition of the Property or in any way be binding upon Purchaser or its successors or assigns or affect or limit Purchaser's or its successors' or assigns' full use and enjoyment of the Property or which would limit or restrict in any way any of Seller's rights or abilities to enter into this Agreement, any ancillary agreements or any agreement, document and instrument executed and delivered by or on behalf of Seller pursuant to this Agreement and consummate the assignments, transfers, conveyances and any other transaction contemplated hereby or thereby.
Claims or Litigation. Except as set forth on Schedule 5.11 attached hereto, none of the Contributing Parties has received notice of any claim, demand, suit or unfiled Lien against the Contributing Parties or the Property nor to any of the Contributing Parties' Actual Knowledge has any proceeding or litigation of any kind, pending or outstanding, been filed before any court or administrative, governmental or regulatory authority, agency or body, domestic or foreign, and, to the Actual Knowledge of any of the Contributing Parties, no order, judgment, injunction or decree of any court, tribunal or other governmental authority has been filed against the Contributing Parties or the Property or, to the Actual Knowledge of any of the Contributing Parties, threatened, or likely to be made or instituted, which would have a materially adverse affect on the business or financial condition of any of the Contributing Parties or the Property or would interfere with a Contributing Party's ability to execute or deliver or perform its obligations under this Agreement or in any way be binding upon BNP or affect or limit BNP's full use and enjoyment of the Property.
Claims or Litigation. There is no suit, action or other proceeding pending against Seller before any court or governmental agency relating to the Leasehold, nor to the knowledge of the Seller. If there will be any claim, dispute, suit, action, or other proceeding threatened against Seller or pending or threatened against any of the Merger-Target which might result in the impairment or loss of Seller’s title to the same or the value thereof, then such leasehold shall be excluded from this sale.
Claims or Litigation. Except as set forth on Schedule 5.13 attached hereto, none of the Anderson Parties nor any of the Xxxxxxxies are subject to claim, demand, suit or unfiled lien, proceeding or litigation of any kind, pending or outstanding, before any court or administrative, governmental or regulatory authority, agency or body, domestic or foreign, or to any order, judgment, injunction or decree of any court, tribunal or other governmental authority, or, to the Actual Knowledge of Anderson or API, threatened, or lxxxxx xx be made or instituted, which would have a materially adverse affect on the business or financial condition of any of the Anderson Parties or any of the Pxxxxxxxxs or in any way be binding upon Highwoods or affect or limit Highwoods' full use and enjoyment of any of the Properties or which would limit or restrict in any way any Anderson Party' right or ability xx xxxxx into this Master Agreement and consummate the assignments, transfers, conveyances and any other transaction contemplated hereby.
Claims or Litigation. There is neither any suit, action or other proceeding pending before any court or governmental agency nor, to the knowledge of Seller, any claim, dispute, suit, action or other proceeding threatened against Seller or any of the Interests or any third party which might result in the impairment or loss of Seller's title to any of the Interests or the value thereof, or increase the cost of operation thereof.
Claims or Litigation. Except as set forth on Schedule 3.13, none of Grantor, the Contributed Entity, the Contributed Interest nor the Property is subject to any claim, demand, suit, unfiled lien, proceeding, or litigation of any kind, pending or outstanding, before any court or administrative, governmental or regulatory authority, agency or body, domestic or foreign, or to any order, judgment, injunction or decree of any court, tribunal or other governmental authority, or to the knowledge of Grantor, threatened or likely to be made or instituted, which individually or in the aggregate would have a material adverse effect on the business or financial condition of the Contributed Entity or the Property or in any way be binding upon Optionee or its successors or assigns or affect or limit Optionee’s or its successors’ or assigns’ full use and enjoyment of the Property or which would limit or restrict in any way any of Grantor’s rights or abilities to enter into this Option Agreement, the Ancillary Agreements or any agreement, document and instrument executed and delivered by or on behalf of such Grantor pursuant to this Option Agreement and consummate the assignments, transfers, conveyances and any other transaction contemplated hereby or thereby.
Claims or Litigation. “Claims or Litigation” means any litigation, administrative action or other adversarial proceeding, brought by any third party (i) challenging the legality, validity or adequacy of (1) this Agreement, (2) the Existing Development Approvals (including, without limitation the 2022 SEIR and the 2022 Specific Plan), (3) any Future Development Approvals, (4) the General Plan or Land Use Regulations to the extent arising in the context of a challenge to or affecting implementation of any of the foregoing Development Approvals, or (5) other actions of City pertaining to the Project, or (ii) seeking damages against City as a consequence of the foregoing actions.
Claims or Litigation. Other than as described in the Restructure Agreement (as hereinafter defined), there is no material suit, action or other proceeding pending before any court or governmental agency and, to the knowledge of the Noteholder, there is no material claim, dispute, suit, action or other proceeding threatened involving the Notes or the Noteholder's interest in the Note Documents.
Claims or Litigation. Other than a dispute with Publishing Partners International, the details of which have been disclosed to Buyer, there are not pending or, to Seller's knowledge, any basis for or threatened, any suits, actions, proceedings, charges, claims, disputes, investigations, or inquiries, against, or relating to, or that might result, singly or in the aggregate, in any material, adverse change in the operations or condition of Seller, the Property Sold, the Shopping Guides, Seller's business, or any part or parts thereof, and nothing restrains or prohibits or seeks to restrain or prohibit consummation of the transactions contemplated hereby or questions the legality, validity, or enforceability of this Agreement or any action taken or to be taken pursuant hereto or in connection with the transactions contemplated hereby; to Seller's knowledge, Seller has at all times complied in all material respects with all applicable laws, ordinances, rules, and regulations (including those relating to zoning and use of the Property Sold), and Seller knows of no violation of any law, ordinance, rule, or regulation by Seller or by any of its officers, directors, agents, servants, or employees, and there are no material injunctions, judgments, orders, or decrees outstanding or being sought against Seller, any part of the Property Sold, or any of Seller's publications, products, or services.
Claims or Litigation. Other than as described in that certain Agreement In Respect of Restructuring of Gothic Energy Corporation 14 1/8% Series B Senior Secured Discount Notes among Gothic and other holders of Gothic's 14 1/8% Series B Senior Secured Discount Notes dated on or about June 5, 2000 (the "Restructure Agreement"), there is no material suit, action or other proceeding pending before any court or governmental agency and, to the knowledge of the Noteholder, there is no material claim, dispute, suit, action or other proceeding threatened involving the Notes or the Noteholder's interest in the Note Documents.
