Disputes, Claims and Litigation Sample Clauses

Disputes, Claims and Litigation. Except as described in Schedule A22.4, to the Knowledge of Arrow, there are neither any outstanding material claims or disputes against any Dagger Company relating to any Dagger Government Contract nor any facts or allegations that could give rise to such a claim or dispute in the future. Except as described in Schedule A22.4, to the Knowledge of Arrow, there are neither any outstanding material claims or disputes relating to any Dagger Government Contract which, if resolved unfavorably to a Dagger Company, would materially increase such Dagger Company’s cost to complete performance of such Government Contract above the amounts set forth in the estimates to complete previously prepared by Arrow and delivered to Acquisition Sub for each Dagger Government Contract, nor, to the Knowledge of Arrow, any reasonably foreseeable expenditures which would materially increase the cost to complete performance of any Dagger Government Contract above the amounts set forth in the estimates to complete described above. No Dagger Company has been or is now under any administrative, civil or criminal investigation or indictment disclosed to Arrow involving alleged false statements, false claims or other misconduct relating to any Dagger Government Contract or quotations, bids and proposals for Government Contracts, and to the Knowledge of Arrow, there is no basis for any such investigation or indictment. No Dagger Company has been or is now a party to any administrative or civil litigation involving alleged false statements, false claims or other misconduct relating to any Dagger Government Contract or quotations, bids and proposals for Government Contracts, and to the Knowledge of Arrow, there is no basis for any such proceeding. Except as described in Schedule A22.4, neither the United States Government nor any prime contractor or higher-tier subcontractor under a Government Contract has withheld or set off, or attempted to withhold (other than the hold-backs pursuant to contracts in the ordinary course of business), or set off, material amounts of money otherwise acknowledged to be due to any Dagger Company under Dagger Government Contract. Except as described in Schedule A22.4, neither the United States Government nor any prime contractor or higher-tier subcontractor under an outstanding Government Contract has questioned or disallowed any material costs claimed by any Dagger Company under any Dagger Government Contract, and to the Knowledge of Arrow, there is no fact o...
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Disputes, Claims and Litigation. To the Knowledge of Seller, neither the Company nor SSI are currently under or identified in any administrative, civil or criminal investigation or indictment, nor is it a party to any administrative or civil litigation, involving alleged false statements, false claims or other misconduct, relating to any of the Company Government Contracts or Government Bids that has been communicated in writing to the Company or SSI. The Company and SSI have not received a document subpoena or been the subject of an enforcement action in connection with a contract involving a Governmental Entity. Notwithstanding any of the representations and warranties contained elsewhere in this Agreement, this Section 3.21 are the sole and exclusive representations and warranties regarding Government Contract matters.
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Disputes, Claims and Litigation. (i) Except as set forth on Schedule 3.8(f)(i), to the knowledge of the Company and its Subsidiaries, there are no outstanding claims or disputes against the Company or its Subsidiaries relating to any Government Contract nor any facts or allegations that could reasonably be expected to give rise to such a claim or dispute in the future. Except as described in Schedule 3.8(f)(i), hereto, neither any Governmental Entity nor any prime contractor or higher-tier subcontractor under a Government Contract has withheld or set off, or attempted to withhold (other than the hold-backs pursuant to contracts in the ordinary course of business) or set off, amounts of money otherwise acknowledged to be due to the Company or any of its Subsidiaries under any Government Contract. (ii) To the knowledge of the Company or any of its Subsidiaries, the Company and its Subsidiaries have not been and are not now under any administrative, civil or criminal investigation or indictment involving alleged false statements, false claims, or other misconduct relating to any Government Contract or quotations, bids, and proposals for Government Contracts, and there is no basis for any such investigation or indictment. The Company and its Subsidiaries have not been, and is not now, a party to any administrative or civil litigation involving alleged false statements, false claims, or other misconduct relating to any Government Contract or quotations, bids, and proposals for Government Contracts, and there is no basis for any such proceeding. (iii) No bid protest asserted by a third party challenging the award of a Government Contract to the Company or any of its Subsidiaries is currently pending.
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Disputes, Claims and Litigation. There exist no outstanding asserted disputes, claims or written requests for equitable adjustment for an amount in excess of $50,000 between any Group Companies, on the one hand, and either any Governmental Authority or any prime contractor, subcontractor, vendor or other Person, on the other hand, arising under or relating to any Government Contract or Government Bid. None of the Group Companies is a party to any litigation that would reasonably be expected to give rise to (i) Liability under the False Claims Act; (ii) a claim for price adjustment under the Truthful Cost or Pricing Data Act; or (iii) other written request for a material reduction in the price of a Government Contract, including any claim based on alleged defective pricing.
Sample 1
Disputes, Claims and Litigation. To the Knowledge of the Company, as of the date hereof, there exist no outstanding asserted disputes, claims, or written requests for equitable adjustment for an amount in excess of $3,000,000 between any Sold Company or Sold Subsidiary, on the one hand, and either any Governmental Body or any prime contractor, subcontractor, vendor or other Person, on the other hand, arising under or relating to any Material Government Contract or Material Government Bid. To the Knowledge of the Company, no Material Government Contract or Material Government Bid is the subject of protest proceedings. To the Knowledge of the Company, there are no pending administrative, civil or criminal allegations, investigations, audits, civil investigation demands, subpoenas or indictments by any Governmental Body concerning any Current Government Contract. Since January 1, 2018, none of the Sold Companies or Sold Subsidiaries (i) has made any disclosure to any Governmental Body pursuant to any voluntary disclosure or the FAR mandatory disclosure provisions (FAR 3.1003, 9.406-22(b)(1)(vi), 9.407-2(a)(8) & 52.203-13) in connection with any Current Government Contract or Government Bid or (ii) has received credible evidence of a violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity provisions found in Title 18 of the U.S. Code, a violation of the civil False Claims Act, or a significant overpayment, in connection with the award, performance, or closeout of any Current Government Contract or receiving a Current Government Contract as a result of a Government Bid that would require such a mandatory disclosure.
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Disputes, Claims and Litigation. Except as set forth on Section 4.13(f) of the Company Letter, as of the date hereof, there exists no outstanding asserted written disputes, written claims or written requests for equitable adjustment for an amount in excess of $250,000 between an Asset Seller, a Sold Company or a Sold Subsidiary, on the one hand, and either any Governmental Body or any prime contractor, subcontractor, vendor or other Person, on the other hand, arising under or relating to any Government Contract or Government Bid.
Sample 1
Disputes, Claims and Litigation. Except as described on Schedule 3.24.6 hereto, to the Knowledge of Seller, there are neither any outstanding claims or disputes against Athena relating to any Athena Government Contract nor any facts or allegations that could reasonably be expected to give rise to such a claim or dispute in the future. Except as described on Schedule 3.24.6 hereto, there are neither any outstanding claims or disputes relating to any Athena Government Contract which, if resolved unfavorably to Athena, would increase Athena’s cost to complete performance of such Government Contract above the amounts set forth in the estimates to complete previously prepared by Athena and delivered to Parent for each Athena Government Contract, nor, to the Knowledge of Seller, any reasonably foreseeable expenditures which would increase the cost to complete performance of any Athena Government Contract above the amounts set forth in the estimates to complete described above. Athena has not been and is not now, to the Knowledge of Seller, under any administrative, civil or criminal investigation or indictment involving alleged false statements, false claims or other misconduct relating to any Athena Government Contract or quotations, bids and proposals for Government Contracts, and there is no basis for any such investigation or indictment. Athena has not been, and is not now, a party to any administrative or civil litigation involving alleged false statements, false claims or other misconduct relating to any Athena Government Contract or quotations, bids and proposals for Government Contracts, and there is no basis for any such proceeding. Except as described on Schedule 3.24.6 hereto, neither the United States Government nor any prime contractor or higher-tier subcontractor under a Government Contract has withheld or set off, or attempted to withhold (other than the hold-backs pursuant to contracts in the ordinary course of business), or set off, amounts of money otherwise acknowledged to be due to Athena under any Athena Government Contract.
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Disputes, Claims and Litigation. Except as described in Schedule 3.24 hereto, to the Knowledge of WGI, there are neither any outstanding claims or disputes against WGI relating to any WGI Government Contract nor any facts or allegations that could give rise to such a claim or dispute in the future. Except as described in Schedule 3.24 hereto, there are neither any outstanding claims or disputes relating to any WGI Government Contract which, if resolved unfavorably to WGI, would materially increase WGI’s cost to complete performance of such Government Contract above the amounts set forth in the estimates to complete previously prepared by WGI and delivered to Parent for each WGI Government Contract, nor, to the Knowledge of WGI, any reasonably foreseeable expenditures which would materially increase the cost to complete performance of any WGI Government Contract above the amounts set forth in the estimates to complete described above. WGI has not been and is not now, to the Knowledge of WGI, under any administrative, civil or criminal investigation or indictment involving alleged false statements, false claims or other misconduct relating to any WGI Government Contract or quotations, bids and proposals for Government Contracts, and to the Knowledge of WGI, there is no basis for any such investigation or indictment. WGI has not been, and is not now, a party to any administrative or civil litigation involving alleged false statements, false claims or other misconduct relating to any WGI Government Contract or quotations, bids and proposals for Government Contracts, and there is no basis for any such proceeding. Except as described in Schedule 3.24 hereto, neither the United States Government nor any prime contractor or higher-tier subcontractor under a Government Contract has withheld or set off, or, to the Knowledge of WGI, attempted to withhold (other than the hold-backs pursuant to contracts in the ordinary course of business), or set off, amounts of money otherwise acknowledged to be due to WGI under any WGI Government Contract.
Sample 1
Disputes, Claims and Litigation. To the Knowledge of the Company, as of the date hereof, there exist no outstanding asserted disputes, claims or written requests for equitable adjustment for an amount in excess of $50,000 between the Asset Seller or the Company, on the one hand, and either any Governmental Body or any prime contractor, subcontractor, vendor or other Person, on the other hand, arising under or relating to any Material Government Contract or Material Government Bid and there does not exist, to the Company’s Knowledge, any event, occurrence or condition, which (after notice, passage of time or both) would constitute or give rise to any claim or written request for equitable adjustment for an amount in excess of $50,000, arising under or relating to any Material Government Contract or Material Government Bid. For the avoidance of doubt, this paragraph addresses both contractor claims that the Asset Seller or the Company may have and Governmental Body claims against the Company or the Asset Seller.
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Related to Disputes, Claims and Litigation

  • 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.

  • Disputes and Litigation In the event of a dispute concerning the tenancy created by this agreement, TENANT agrees that whether or not the premises are being actively managed by an AGENT for the record OWNER, TENANT agrees to hold AGENT, its heirs, employees and assigns harmless and shall look solely to the record OWNER of the premises in the event of a legal dispute. INTEGRATION: This lease and exhibits and attachments, if any, set forth the entire agreement between LANDLORD and TENANT concerning the premises, and there are no covenants, promises, agreements, conditions, or understandings, oral or written between them other than those herein set forth. If any provision in this agreement is illegal, invalid or unenforceable, that provision shall be void but all other terms and conditions of the agreement shall be in effect. MODIFICATIONS: No subsequent alteration, amendment, change or addition to this lease shall be binding upon LANDLORD unless reduced to writing and signed by the parties. RADON GAS: State law requires the following notice to be given: "Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit." ABANDONED PROPERTY: BY SIGNING THIS RENTAL AGREEMENT, THE TENANT AGREES THAT UPON SURRENDER, ABANDONMENT, OR RECOVERY OF POSSESSION OF THE DWELLING UNIT DUE TO THE DEATH OF THE LAST REMAINING TENANT, AS PROVIDED BY CHAPTER 83, FLORIDA STATUTES, THE LANDLORD SHALL NOT BE LIABLE OR RESPONSIBLE FOR STORAGE OR DISPOSITION OF THE TENANT'S PERSONAL PROPERTY. ADDITIONAL STIPULATIONS:

  • Notices of Claims and Litigation Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor.

  • 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;

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

  • 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.

  • Disputes and Claims Failure to file such a protest within the time specified shall constitute agreement on the part of the Contractor with the terms, conditions, amounts and adjustments or non- adjustment to the contract price and/or contract time set forth in the field order.

  • Litigation and Claims No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

  • Infringement and Litigation 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses. 11.2 During the TERM of this Agreement: (a) LICENSEE shall have the first right (but not the obligation) to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above), at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% of any excess recovery over those expenses. (b) In the event LICENSEE fails to initiate and pursue or participate in the actions described in Article 11.2(a) or in lieu of such actions to initiate negotiations for a sublicense of the infringer, and the infringement has not otherwise abated, within [***] of notification of infringement from YALE, YALE may, in its sole discretion, convert the LICENSE granted in Article 3 to a non-exclusive license. Additionally, YALE shall have the right to initiate legal action such as that described in Article 11.2(a) at its own expense. If, in the reasonable opinion of YALE’s counsel, LICENSEE is required to be a named party to any such suit for standing purposes, YALE may join LICENSEE as party plaintiff to uphold the LICENSED PATENTS, provided, however, that YALE shall keep LICENSEE reasonably apprised of all developments in any such action. In such case, LICENSEE shall provide reasonable assistance to YALE if requested to do so, at YALE’s expense. YALE may settle such actions solely through its own counsel any recovery shall be retained by YALE. YALE may terminate the LICENSE in the country where such legal action is taken. (c) In the event LICENSEE is permanently enjoined from exercising its LICENSE under this Agreement pursuant to an infringement action brought by a third party, or if both LICENSEE and YALE elect not to undertake the defense or settlement of a suit alleging infringement for a period of [***] from notice of such suit, then either party shall have the right to terminate this Agreement in the country where the suit was filed with respect to the LICENSED PATENT following [***] written notice to the other party in accordance with the terms of Article 15.

  • No Actions, Claims, Etc As of the date hereof, each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

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