Current Litigation a) Notwithstanding anything in this Article IV or in the definitions of “Controlling Party” and “Interested Party” to the contrary, Distributing shall be the Controlling Party and Tronox shall be an Interested Party with respect to the Claims Court Litigation.
b) Notwithstanding anything in this Article IV or in the definitions of “Controlling Party” and “Interested Party” to the contrary, for any taxable year after 1996 that is part of the Pre-Deconsolidation Period, if a Tax Contest involving the same or similar factual and legal issues that are at issue in the Claims Court Litigation arises, Distributing shall be the Controlling Party and Tronox shall be an Interested Party.
Current Litigation. The Company is not a part, as of this date, of any legal action, litigation, arbitration on both the defense or the claiming side except for the litigation listed in ANNEX 15 FOR WHICH THE GUARANTOR REMAINS LIABLE. Moreover, there exists no legal action against someone whose acts would subject and bind the Company to be legally responsible. The Guarantor declares that, to his knowledge and the knowledge of the Company's officers, there is no action, inquiry or similar procedure to be engaged which might affect the Company, its activities or its assets. The Company has complied with both the French and European economic regulations relating to competition, and is not the subject of any request, proceedings or claim in these areas. The Company operates in accordance with the legislative and regular provisions that apply specifically to it. It has not been notified, as of this date, of any infringement, even if claimed against, which could prohibit it from exercising all or part of its activities or restricting such exercise or even more so, depreciating its assets. The industrial and/or intellectual property rights are owned by the Company and are not, as of this date, the subject of any court injunction; the Guarantor has no knowledge, as of this date, of any infringement of the said rights by any third party, nor of any claim by a third party for violation by the Company of the rights belonging to third parties. The products manufactured and marketed by the Company conform with legislative and regular provisions whether general or specific to its activity, in particular those concerning hygiene and safety and information and protection of consumers. No particular guarantee has been given for these products under the terms of which the Company might be responsible beyond the limits and duration provided for by law. As of this date, there is no action underway for liability or termination of contract against the Company for reasons of non-conformity, hidden defects or defective products. Further, to the knowledge of the Guarantor, no event susceptible to cause such action has occurred. The Guarantor remains in any event liable for any defects, disfunctions or others incurring a complaint on the part of the clients concerning the design, the manufacturing and/or the deliveries of these products prior to this date. The Company has not committed any illegal acts regarding freedom of prices and competition regulations, whether national or European, regarding cus...
Current Litigation. To Targets' knowledge, there are no claims of any kind or any actions, suits, or proceedings threatened or pending in any court or before any governmental commission or agency against either of the Targets, or against the Assets, which are material to the Business and Targets are aware of no facts, conditions, or circumstances that could provide a basis for any such claims, actions, suits, or proceedings. Each Target has complied in all material respects with and is not in material violation of any order, writ, injunction, or decree of any court, agency, or instrumentality relating to the Assets and/or the Business to Targets' knowledge.
Current Litigation. In connection with any proceeding that is part of the Current Litigation, Seller agrees that in addition to any other agreement set forth herein, it will: (i) maintain the corporate existence of any named defendant in the Current Litigation controlled by Seller in such manner as to provide a defense to any claim of successor liability of Buyer for the Current Litigation; (ii) so long as any aspect of the Current Litigation is pending, continue to vigorously defend such litigation, including providing a defense to Buyer in any effort to join Buyer in such litigation as successor to Seller; and (iii) in the event any settlement is reached with respect to the Current Litigation, cause any release obtained from plaintiff to extend to Buyer.
Current Litigation. The parties agree that the civil action filed by the Purchaser against the Company in the United States District for the District of Delaware (the "Court"), Civil Action No. 03-196 (the "Lawsuit"), with respect to the failure to redeem the Series B Stock shall be stayed by order of the Court, upon application by the Purchaser to the Court, on or before the date the Company's response to the complaint is due, for a period through the earlier of (i) June 30, 2003 and (ii) the date on which either the Series D Purchase Agreement or the Settlement Agreement is terminated in accordance with their respective terms, and the Purchaser agrees to extend the time for the Company to reply to the summons and complaint for the Lawsuit until the earlier of (i) July 1, 2003 or (ii) the date immediately following the date on which either the Series D Purchase Agreement or the Settlement Agreement is terminated in accordance with their respective terms. The Purchaser agrees that, at the Effective Time, the Purchaser shall take such actions as necessary to obtain from the Court an order of dismissal of the Lawsuit with prejudice. Simultaneously with the execution of this Agreement, the Company and the Purchaser are executing a Settlement Agreement and Mutual Release dated the date hereof with respect to the Lawsuit (the "Settlement Agreement").
Current Litigation. The parties agree and understand that Vendor is currently engaged in the certain litigation as described in Schedule H attached hereto and incorporated herein by reference including any attachments thereto ("Schedule H Matters"). Vendor agrees that Vendor will pay and be responsible for the payment of (1) any and all costs and fees incurred by Vendor in the defence of the Schedule H Matters, and (2) all direct monetary damages awarded by a court of competent jurisdiction or agreed to in settlement by Vendor with respect to the Schedule H Matters. In addition, Vendor agrees that Vendor, subject to the following, will provide a legal defence on behalf of Purchaser to any Claims against Purchaser with respect to the Schedule H Matters provided that this obligation shall terminate in the event that Vendor's counsel reasonably determines that its representation of Vendor conflicts with its representation of Purchaser. Purchaser shall cooperate fully in defending or settling any Schedule H. Matters. Purchaser understands and agrees that Purchaser may be bound by the terms of any court order with respect to the Schedule H Matters and agrees to be bound by the terms and conditions of any reasonable settlement of the Schedule H Matters. As such, Purchaser agrees to take any and all actions, including the execution of settlement documents reasonably determined by Vendor to be necessary for the settlement of the Schedule H Matters. Purchaser agrees and understands that certain individuals or entities may have rights to market the Software in accordance with the November 7, 1999 Letter of Principle attached to Schedule I.
Current Litigation. To Seller's knowledge, except as set forth in SCHEDULE "H" to this Agreement, there are no claims of any kind or any actions, suits, or proceedings threatened or pending in any court or before any governmental commission or agency against Seller, or against the Assets, which are material to the Business and Seller is aware of no facts, conditions, or circumstances that could provide a basis for any such claims, actions, suits, or proceedings. Seller has complied in all material respects with and is not in material violation of any order, writ, injunction, or decree of any court, agency, or instrumentality relating to the Assets and/or the Business to Seller's knowledge.
Current Litigation. The following NASD arbitrations are currently pending against the Company:
X. Xxxx v. Summit Brokerage Services, Inc., NASD Case No. 01-0229
X. Xxxxxxxx v. Summit Brokerage Services, Inc., NASD Case No. 01-03640 Purchaser acknowledges that the Company has disclosed to Purchaser, and Purchaser has reviewed, summaries and actual documents relating to these arbitrations.
Current Litigation. 3.1 The Company is not involved in any civil, criminal, arbitration, administrative or other proceedings in any jurisdiction (together the "Proceedings").
3.2 The Company has not received notification that any proceedings are pending or threatened against the Company. So far as the Seller is aware there are no facts or circumstances which may give rise to any Proceedings being commenced by or against the Company.
3.3 So far as the Seller is aware, no officer, agent or employee (past or present) of the Company is involved in any Proceedings as a result of any act or omission by him in the course of his duties to the Company.
3.4 No member of the Retained Group is entitled to any claim of any nature against the Company or any officers, employees, agents, advisers, customers or suppliers of the Company nor has any member of the Retained Group assigned to any third party the benefit of any such claim to which it was previously entitled.
Current Litigation and investigations None of the Buyer Group Companies are a party to or the subject of any Action or arbitration proceedings which, if adversely determined, may have a Material Adverse Effect on the Buyer Group and there are no unfulfilled or unsatisfied judgments or court orders against the Buyer Group.
