Investigations and Litigation. There is no action, suit, investigation, proceeding or arbitration at law or in equity, including condemnation proceedings or proceedings in lieu of condemnation, pending or, to Guarantor’s best knowledge, threatened against or affecting Guarantor or any of its assets or revenues or any of the Loan Documents or any of the transactions contemplated thereby.
Investigations and Litigation. There is no investigation by any governmental agency pending, or, to the best knowledge of Shareholders, threatened against or adversely affecting Merging Entity, and except as set forth on Schedule 2.22, there is no action, suit, proceeding or claim pending, or, to the best knowledge of Shareholders, threatened against Merging Entity, or any of its businesses, properties, assets or goodwill, which might have a material adverse effect on such corporation, or against or affecting the transactions contemplated by this Agreement. There is no outstanding order, injunction, judgment or decree of any court, government or governmental agency against or affecting Merging Entity, or any of its businesses, properties, assets or goodwill. 2.23
Investigations and Litigation. The Parties agree to cooperate in connection with any audit, investigation, hearing or inquiry by any Governmental Authority, litigation or regulatory or other proceeding which may arise following the Initial Closing Date and which relates to the ownership and operation of the Facility by the Sellers prior to the Initial Closing Date or ownership and operation of the Facility by the Buyer on or after the Initial Closing Date, including litigation or regulatory or other proceedings relating or pertaining to the DOE's defaults under the DOE Standard Contracts. Notwithstanding any other provision of this Agreement to the contrary, each Party shall bear its own expenses, including fees of attorneys or other representatives, in connection with any such matter described in this Section 5.8(c) in which the Sellers and the Buyer or their respective Affiliates are subjects or parties or in which they have a material interest.
Investigations and Litigation. Except as disclosed to Lender, there is no charge, investigation, action, suit or proceeding against or involving any member of the Borrowing Group or any Guarantor before or by any court, regulatory authority or governmental agency or body pending or, to the best of the knowledge and information of each member of the Borrowing Group or any Guarantor, threatened, which could materially adversely affect the Borrowing Group’s performance of the Loan Documents or the consummation of the transactions therein contemplated or which could result in any material adverse change in the condition (financial or otherwise) and in the business and prospects of the Borrowing Group or the Guarantors or which could materially adversely affect the properties and assets or the Borrowing Group or the Guarantors.
Investigations and Litigation. There is no investigation by any federal, state or local governmental agency of which either of the Representing Persons is aware, or any action, suit, proceeding or claim pending or, to the best knowledge of the Representing Persons, threatened or which either of the Representing Persons reasonably should expect to be threatened, against or adversely affecting Seller or any of the Affiliated Seller Entities (including, without limitation, any investigation, action, or proceeding with respect to taxes), or the assets or business of Seller or any of the Affiliated Seller Entities, which would, if adversely determined, have a material adverse effect on Seller or any of the Affiliated Seller Entities or, to the best knowledge of the Representing Persons, that may involve a payment by Seller or any of the Affiliated Seller Entities of more than $25,000 in excess of applicable insurance coverage or result in significant harm to the reputation of any of the MBFI Parties, except as set forth on a list (the "Litigation List") that has been previously furnished by Seller and Seller Subsidiary to the MBFI Parties. Except as set forth on the Litigation List, (i) neither Seller nor any Affiliated Seller Entity, nor any director, officer, employee or agent of Seller or any Affiliated Seller Entity in their respective capacities as directors, officers, employees or agents, is a party to any, and there are no pending or, to the best knowledge of the Representing Persons, threatened, legal, administrative, arbitral or other proceedings, claims, suits, actions or governmental investigations of any nature against Seller or any Affiliated Seller Entity, or any director, officer, employee or agent of Seller or any Affiliated Seller Entity, in their respective capacities as directors, officers, employees or agents, or involving any property or assets of Seller or any Affiliated Seller Entity, and (ii) there is no outstanding order, writ, injunction or decree of any court, government or governmental agency against or, affecting Seller or any Affiliated Seller Entity, or the assets or business of Seller or any Affiliated Seller Entity, which in the case of either (i) or (ii) could reasonably be expected to have a material adverse effect on Seller or any Affiliated Seller Entity that challenges the validity or propriety of the transactions contemplated by this Agreement.
Investigations and Litigation. There is no investigation by any governmental agency pending, or, to the best knowledge of the Warranting Persons, threatened, against or adversely affecting any Acquired Corporation, and except as set forth on Schedule 6.22, there is no action, suit, proceeding or claim pending, judicial or administrative, or, to the best knowledge of the Warranting Persons, threatened, against any Acquired Corporation, or its business, properties, assets or goodwill, which might have a material adverse effect on any Acquired Corporation, or against or affecting the transactions contemplated by this Agreement. There is no outstanding order, injunction, judgment or decree of any court, government or governmental agency against or affecting any Acquired Corporation, or its business, properties, assets or goodwill. 6.23
Investigations and Litigation. There is no investigation by any governmental agency pending, or, to the best knowledge of Parent, threatened against or adversely affecting Parent, and except for routine errors and omissions claims which are being defended by Parent's insurance carrier, there is no material action, suit, proceeding or claim pending, or, to the best knowledge of Parent, threatened against Parent, or any of its businesses, properties, assets or goodwill, which could reasonably be expected to have a material adverse effect on such corporation, or against or affecting the transactions contemplated in this Agreement.
Investigations and Litigation. Section 5.05 is hereby deleted in its entirety and the following Section 5.05 is hereby substituted in lieu thereof:
Investigations and Litigation. Except as disclosed (i) in MMA’s most recent 10-K or 10-Q, as applicable or (ii) to Lender directly, there is no charge, investigation, action, suit or proceeding against or involving any member of the Borrowing Group or any Guarantor before or by any court, regulatory authority or governmental agency or body pending or, to the best of the knowledge and information of each member of the Borrowing Group or any Guarantor, threatened, which could materially adversely affect the Borrowing Group’s performance of the Loan Documents or the consummation of the transactions therein contemplated or which could result in any material adverse change in the condition (financial or otherwise) and in the business and prospects of the Borrowing Group or the Guarantors or which could materially adversely affect the properties and assets or the Borrowing Group or the Guarantors.
Investigations and Litigation. Employee agrees that Employee will, at any future time, be available upon reasonable notice from Employer, with or without subpoena, to be interviewed, review documents or things, give depositions, testify, or engage in other reasonable activities in connection with any litigation or investigation, with respect to matters concerning which Employee has or may have knowledge as a result of or in connection with Employee’s employment by Employer or any related entity. This includes, but is not limited to, the University of California/Boston Scientific neurovascular coil litigation pending in any and all jurisdictions. In performing Employee’s obligations under this section to testify or otherwise provide information, Employee will honestly, truthfully, forthrightly, and completely provide the information requested. Employee will comply with this Agreement upon notice from Employer that Employer or its attorneys believe that Employee’s compliance would be helpful in the resolution of an investigation or the prosecution or defense of claims. Employer agrees to pay Employee as described in Paragraph 5, even if such services occur after the one-year consulting term.
