L itigation. There is no Action by or against the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened by or before any Governmental Authority against the Company or any of its Subsidiaries that has had or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
L itigation. No suit, action, proceeding or governmental investigation shall be threatened, pending or reasonably believed by Aquarion to be in progress before or by any court or governmental agency which, in the reasonable opinion of Aquarion, renders completion of the transfer contemplated hereby economically impractical.
L itigation. No suit, action, proceeding or governmental investigation shall be threatened, pending or reasonably believed by Marlborough or its counsel to be in prospect before or by any court or governmental agency which, in the reasonable opinion of Marlborough or its counsel, renders completion of the transfer contemplated hereby economically impractical.
L itigation. There are no actions, suits, proceedings or investigations pending or, to the knowledge of Contractor, threatened against Contractor at law or in equity before any court or before any Governmental Authority, whether or not covered by insurance, which individually or in the aggregate are reasonably likely to have a materially adverse effect on the business, properties or assets or the condition, financial or otherwise, of Contractor or to result in any impairment of Contractor’s ability to perform its obligations under this Agreement. Contractor has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any Governmental Authority which is reasonably likely to have such a materially adverse effect or to result in such impairment.
L itigation. A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court of competent jurisdiction, such invalidity, at the sole discretion of the Department, shall not affect any other provisions of this Agreement and the remainder of this Agreement shall remain in full force and effect. Therefore, the provisions of this Agreement are, and shall be, deemed severable.
B. The Recipient shall notify the Department immediately of any claim or action undertaken by or against it, which affects or may affect this Agreement or the Department, and shall take such action with respect to the claim or action as is consistent with the terms of this Agreement and the interests of the Department.
L itigation. There is no proceeding pending against Northern Hills nor, to Northern Hills’s knowledge, has any proceeding been threatened that, if determined adversely to the interests of Northern Hills, would have a material adverse effect on Northern Hills’s ability to enter into this Agreement, or to effect the Merger or carry out Northern Hills’s post-Merger commitments hereunder.
L itigation. There is no Action by or against Pubco or any of its Subsidiaries pending or, to the Knowledge of Pubco, threatened by or before any Governmental Authority against Pubco or any of its Subsidiaries that has had or would, individually or in the aggregate, reasonably be expected to have a Pubco Material Adverse Effect.
L itigation. Except as set forth on Schedule 3.10, there is no Action pending, or to the Knowledge of Sellers threatened, against or relating to the Company or any of its Subsidiaries, the Acquired Assets or the Assumed Liabilities that (a) if adversely determined against the Company and its Subsidiaries would reasonably be expected to result in fines or damages of more than $1,000,000 or would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (b) (i) relates to a criminal matter or (ii) calls for injunctive relief or other restriction that, if adversely determined against the Company and its Subsidiaries, would reasonably be expected to be material to the Acquired Assets and the Assumed Liabilities, taken as a whole. Except as set forth on Schedule 3.10, since January 1, 2017, there has been no (x) such Action pending, or to the Knowledge of Sellers threatened, against the Company or any of its Subsidiaries, or (y) Order imposed (or otherwise pending or the Knowledge of Sellers threatened) upon the Company or any of its Subsidiaries, in each case, by or before any Governmental Body.
L itigation. Registration Statement and Proxy Statement .... Tax Matters ............................
L itigation. Major Claims not resolved by mediation during the Mediation Period shall be submitted to the Xxxxxx County Oregon Circuit Court and the Parties hereby consent to the jurisdiction of the same and waive any objection which it may now or later have to the laying of venue of any action or proceeding in such court; provided, however, notwithstanding the foregoing, if a legal action or proceeding must be brought in a federal forum, the Party bringing such action or proceeding shall do so in the United States District Court for the District of Oregon. This paragraph shall not be construed to (a) authorize Design-Builder to bring a legal action or proceeding against Owner in a federal forum except to the extent Congress has validly abrogated OSU’s sovereign immunity or (b) waive any form of Owner’s immunity, including sovereign immunity and immunity based on the Eleventh Amendment to the United States Constitution. Owner and Design-Builder hereby acknowledge and agree mediator, whether temporary or presiding, shall not be subject to subpoena or otherwise asked or required to produce records, notes, or work product, or asked or required to testify in any proceedings as to information disclosed or representations made during the course of mediation, except to the extent required by law. ]
