Compliance with Laws and Litigation. (i) Borrower and each of its Subsidiaries is conducting its business in compliance with all applicable Laws of each jurisdiction in which its business is carried on, except where the failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on Borrower; (ii) There is no court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal); arbitration or other dispute settlement procedure; investigation or enquiry by any governmental, administrative, regulatory or similar body; or any similar matter or proceeding (collectively, “Proceedings”) against or involving Borrower, its Subsidiaries or any of their officers or directors (whether in progress, pending or, to the best of the knowledge, information and belief of Borrower after due inquiry, threatened) that would reasonably be expected to have a Material Adverse Effect; no event has occurred that might give rise to any such Proceedings and Borrower is not aware of any existing grounds on which such Proceedings might be commenced and there is no judgment, decree, injunction, rule, award or order of any court, government department, board, commission, agency, arbitrator or similar body outstanding against Borrower, officers, directors or its Subsidiaries.
Appears in 3 contracts
Samples: Loan and Security Agreement (Xactly Corp), Loan and Security Agreement (Xactly Corp), Loan and Security Agreement (Xactly Corp)
Compliance with Laws and Litigation. (i) Borrower To the best of the Vendor’s knowledge and each of its belief, the Subsidiaries is are conducting its their business in compliance with all applicable Laws laws, regulations, by-laws and ordinances of each jurisdiction in which its their business is carried on, except where the failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect material adverse effect on BorrowerSubsidiaries, taken as a whole;
(ii) To the best of the Vendor’s knowledge and belief, subject to the Claims and Duty Advisory, (a) There is no court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal); arbitration or other dispute settlement procedure; investigation or enquiry by any governmental, administrative, regulatory or similar body; or any similar matter or proceeding (collectively, “Proceedings”) against or involving Borrower, its the Subsidiaries or any of their officers or directors (whether in progress, pending or, to the best of the knowledge, information or threatened); and belief of Borrower after due inquiry, threatened(b) that would reasonably be expected to have a Material Adverse Effect; no No event has occurred that might give rise to any such Proceedings and Borrower the Vendor is not aware of any existing grounds on which such Proceedings might be commenced and there is no judgment, decree, injunction, rule, award or order of any court, government department, board, commission, agency, arbitrator or similar body outstanding against Borrower, officers, directors the Subsidiaries or its Subsidiariestheir officers or directors.
Appears in 1 contract
Compliance with Laws and Litigation. (ia) The Borrower and each of its Subsidiaries is conducting its business in compliance with all applicable Laws of each jurisdiction in which its business is carried on, except where the failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on the Borrower;
(iib) There is no court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal); arbitration or other dispute settlement procedure; investigation or enquiry by any governmental, administrative, regulatory or similar body; or any similar matter or proceeding (collectively, “Proceedings”) against or involving the Borrower, its Subsidiaries or any of their officers or directors (whether in progress, pending or, to the best of the knowledge, information and belief of Borrower after due inquirythe Borrower, threatened) that would reasonably be expected ); to have a Material Adverse Effect; the knowledge of the Borrower, no event has occurred that might give rise to any such Proceedings and the Borrower is not aware of any existing grounds on which such Proceedings might be commenced and there is no judgment, decree, injunction, rule, award or order of any court, government department, board, commission, agency, arbitrator or similar body outstanding against the Borrower, officers, directors or its Subsidiaries.
Appears in 1 contract
Samples: Loan and Security Agreement (GlassHouse Technologies Inc)