Common use of DISPUTES AND LITIGATION Clause in Contracts

DISPUTES AND LITIGATION. Except as set forth in Schedule 2.1.7, (a) there are no suits, actions, litigation, proceedings, investigations, claims, complaints, or accusations pending, threatened against, or affecting Xxxxxxx Turbo or any of its properties, assets or business or to which it is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and there is no basis for such suit, action, litigation, proceeding, investigation, claim, complaint, or accusation; (b) there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect Xxxxxxx Turbo or any of its properties, equipment, assets or businesses; and (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting Xxxxxxx Turbo or any of its properties, assets or businesses. There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of Xxxxxxx Turbo or any such person’s heirs, executors or administrators as against Xxxxxxx Turbo.

Appears in 1 contract

Samples: Reorganization and Stock Purchase Agreement (STS Turbo Inc)

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DISPUTES AND LITIGATION. Except as set forth in Schedule 2.1.7, (a) there are is no suitssuit, actionsaction, litigation, proceedingsproceeding, investigationsinvestigation, claimsclaim, complaintscomplaint, or accusations accusation pending, threatened against, against or affecting Xxxxxxx Turbo AMRES, its Subsidiaries, or any of its their properties, assets or business or to which it is they are a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and there is no basis for such suit, action, litigation, proceeding, investigation, claim, complaint, or accusation; (b) there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect Xxxxxxx Turbo AMRES, its Subsidiaries, or any of its their properties, equipment, assets or businesses; and (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting Xxxxxxx Turbo AMRES, its Subsidiaries, or any of its their properties, assets or businessesbusiness. There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of Xxxxxxx Turbo AMRES or its Subsidiaries, or any such person’s 's heirs, executors or administrators as against Xxxxxxx TurboAMRES or its Subsidiaries.

Appears in 1 contract

Samples: Reorganization, Stock and Asset Purchase Agreement (Anza Capital Inc)

DISPUTES AND LITIGATION. Except as set forth in Schedule 2.1.72.1.8, (a) there are no suits, actions, litigation, proceedings, investigations, claims, complaints, or accusations pending, threatened against, or affecting Xxxxxxx Turbo Marani or Merger Sub or any of its their properties, assets or business or to which it is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and there is no basis for such suit, action, litigation, proceeding, investigation, claim, complaint, or accusation; (b) there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect Xxxxxxx Turbo Marani or Merger Sub or any of its their properties, equipment, assets assets, operations, or businesses; and (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting Xxxxxxx Turbo Marani, Merger Sub, or any of its their properties, assets assets, operations, or businesses. There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of Xxxxxxx Turbo Marani or Merger Sub, or any third party, or any such person’s 's heirs, executors or administrators as against Xxxxxxx Turbo.Marani or Merger Sub. 2.1.9

Appears in 1 contract

Samples: Lock Up Agreement (Marani Brands, Inc.)

DISPUTES AND LITIGATION. Except as set forth in Schedule 2.1.7, (a) there are no suits, actions, litigation, proceedings, investigations, claims, complaints, or accusations pending, threatened against, or affecting Xxxxxxx Turbo the iSafe Entities or any of its their properties, assets assets, or business or to which it is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign foreign, or other governmental department, commission, board, bureau, agency agency, or instrumentality), and there is no basis for such suit, action, litigation, proceeding, investigation, claim, complaint, or accusation; (b) there is no pending or threatened change in any environmental, zoning zoning, or building laws, regulations regulations, or ordinances which affect or could affect Xxxxxxx Turbo the iSafe Entities or any of its properties, equipment, assets assets, or businesses; and (c) there is no outstanding order, writ, injunction, decree, judgment judgment, or award by any court, arbitrator arbitrator, or governmental body against or affecting Xxxxxxx Turbo the iSafe Entities or any of its their properties, assets assets, or businesses. There is no litigation, proceeding, investigation, claim, complaint complaint, or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of Xxxxxxx Turbo the iSafe Entities or any such person’s heirs, executors executors, or administrators as against Xxxxxxx Turbo.the iSafe Entities, except as noted on Schedule 2.1.7..

Appears in 1 contract

Samples: Reorganization and Stock Purchase Agreement (Heartland Bridge Capital, Inc.)

DISPUTES AND LITIGATION. Except as set forth in Schedule 2.1.72.1.8, (a) there are no suits, actions, litigation, proceedings, investigations, claims, complaints, or accusations pending, threatened against, or affecting Xxxxxxx Turbo the LEC Entities or any of its their properties, assets assets, or business or to which it is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign foreign, or other governmental department, commission, board, bureau, agency agency, or instrumentality), and there is no basis for such suit, action, litigation, proceeding, investigation, claim, complaint, or accusation; (b) there is no pending or threatened change in any environmental, zoning zoning, or building laws, regulations regulations, or ordinances which affect or could affect Xxxxxxx Turbo the LEC Entities or any of its properties, equipment, assets assets, or businesses; and (c) there is no outstanding order, writ, injunction, decree, judgment judgment, or award by any court, arbitrator arbitrator, or governmental body against or affecting Xxxxxxx Turbo the LEC Entities or any of its their properties, assets assets, or businesses. There is no litigation, proceeding, investigation, claim, complaint complaint, or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of Xxxxxxx Turbo the LEC Entities or any such person’s heirs, executors executors, or administrators as against Xxxxxxx Turbothe LEC Entities, except as noted on Schedule 2.1.8.

Appears in 1 contract

Samples: Stock Exchange Agreement (Matter of Time I Co.)

DISPUTES AND LITIGATION. Except as set forth in Schedule 2.1.7, (a) there are no suits, actions, litigation, proceedings, investigations, claims, complaints, or accusations pending, threatened against, or affecting Xxxxxxx Turbo HLBC or the iSafe Entities or any of its their properties, assets assets, or business or to which it is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign foreign, or other governmental department, commission, board, bureau, agency agency, or instrumentality), and there is no basis for such suit, action, litigation, proceeding, investigation, claim, complaint, or accusation; (b) there is no pending or threatened change in any environmental, zoning zoning, or building laws, regulations regulations, or ordinances which affect or could affect Xxxxxxx Turbo HLBC or the iSafe Entities or any of its properties, equipment, assets assets, or businesses; and (c) there is no outstanding order, writ, injunction, decree, judgment judgment, or award by any court, arbitrator arbitrator, or governmental body against or affecting Xxxxxxx Turbo HLBC or the iSafe Entities or any of its their properties, assets assets, or businesses. There is no litigation, proceeding, investigation, claim, complaint complaint, or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of Xxxxxxx Turbo HLBC or any such person’s heirs, executors executors, or administrators as against Xxxxxxx TurboHLBC.

Appears in 1 contract

Samples: Purchase Agreement (Heartland Bridge Capital, Inc.)

DISPUTES AND LITIGATION. Except as set forth in Schedule 2.1.72.1.9 attached hereto, (a) there are is no suitssuit, actionsaction, litigation, proceedingsproceeding, investigationsinvestigation, claimsclaim, complaintscomplaint, or accusations accusation pending, threatened against, against or affecting Xxxxxxx Turbo the Company or any Subsidiary or any of its their properties, assets or business or to which it the Company or any Subsidiary is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and there is no basis for such suit, action, litigation, proceeding, investigation, claim, complaint, or accusation; (b) there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect Xxxxxxx Turbo the Company or any Subsidiary or any of its their properties, equipment, assets or businesses; and (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting Xxxxxxx Turbo the Company or any Subsidiary or any of its their properties, assets or businessesbusiness. There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of Xxxxxxx Turbo the Company or any Subsidiary or any such person’s 's heirs, executors or administrators as against Xxxxxxx Turbothe Company or any Subsidiary.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Custom Components Inc)

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DISPUTES AND LITIGATION. Except as set forth in Schedule 2.1.72.1.8, (a) there are no suits, actions, litigation, proceedings, investigations, claims, complaints, or accusations pending, threatened against, or affecting Xxxxxxx Turbo Marani or Merger Sub or any of its their properties, assets or business or to which it is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and there is no basis for such suit, action, litigation, proceeding, investigation, claim, complaint, or accusation; (b) there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect Xxxxxxx Turbo Marani or Merger Sub or any of its their properties, equipment, assets assets, operations, or businesses; and (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting Xxxxxxx Turbo Marani, Merger Sub, or any of its their properties, assets assets, operations, or businesses. There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of Xxxxxxx Turbo Marani or Merger Sub, or any third party, or any such person’s 's heirs, executors or administrators as against Xxxxxxx TurboMarani or Merger Sub.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marani Brands, Inc.)

DISPUTES AND LITIGATION. Except as set forth in Schedule 2.1.73.1.7, (a) there are no suits, actions, litigation, proceedings, investigations, claims, complaints, or accusations pending, threatened against, or affecting Xxxxxxx Turbo GACR or LAG or any of its their properties, assets assets, or business or to which it is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign foreign, or other governmental department, commission, board, bureau, agency agency, or instrumentality), and there is no basis for such suit, action, litigation, proceeding, investigation, claim, complaint, or accusation; (b) there is no pending or threatened change in any environmental, zoning zoning, or building laws, regulations regulations, or ordinances which affect or could affect Xxxxxxx Turbo GACR or LAG or any of its properties, equipment, assets assets, or businesses; and (c) there is no outstanding order, writ, injunction, decree, judgment judgment, or award by any court, arbitrator arbitrator, or governmental body against or affecting Xxxxxxx Turbo GACR or LAG or any of its their properties, assets assets, or businesses. There is no litigation, proceeding, investigation, claim, complaint complaint, or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of Xxxxxxx Turbo GACR or LAG or any such person’s heirs, executors executors, or administrators as against Xxxxxxx TurboGACR or LAG, except as noted on Schedule 3.1.7.

Appears in 1 contract

Samples: Stock Exchange Agreement (Matter of Time I Co.)

DISPUTES AND LITIGATION. Except as set forth in Schedule 2.1.72.1.5, (a) there are is no suitssuit, actionsaction, litigation, proceedingsproceeding, investigationsinvestigation, claimsclaim, complaintscomplaint, or accusations accusation pending, threatened against, against or affecting Xxxxxxx Turbo SA, or any of its their properties, assets or business or to which it is they are a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and to the Knowledge of SA and the Shareholders there is no basis for such suit, action, litigation, proceeding, investigation, claim, complaint, or accusation; (b) to the Knowledge of SA and the Shareholders, there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect Xxxxxxx Turbo SA, or any of its their properties, equipment, assets or businesses; and (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting Xxxxxxx Turbo SA, or any of its their properties, assets or businessesbusiness. There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of Xxxxxxx Turbo SA, or any such person’s heirs, executors or administrators as against Xxxxxxx TurboSA.

Appears in 1 contract

Samples: Securities Purchase Agreement (SearchCore, Inc.)

DISPUTES AND LITIGATION. Except as set forth in Schedule 2.1.7, (a) there are is no suitssuit, actionsaction, litigation, proceedingsproceeding, investigationsinvestigation, claimsclaim, complaintscomplaint, or accusations accusation pending, threatened against, against or affecting Xxxxxxx Turbo WeedMaps, or any of its their properties, assets or business or to which it is they are a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and to the Knowledge of WeedMaps there is no basis for such suit, action, litigation, proceeding, investigation, claim, complaint, or accusation; (b) to the Knowledge of WeedMaps, there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect Xxxxxxx Turbo WeedMaps, or any of its their properties, equipment, assets or businesses; and (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting Xxxxxxx Turbo WeedMaps, or any of its their properties, assets or businessesbusiness. There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of Xxxxxxx Turbo WeedMaps, or any such person’s heirs, executors or administrators as against Xxxxxxx TurboWeedMaps.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (SearchCore, Inc.)

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