Legal Actions; Governmental Orders Sample Clauses

Legal Actions; Governmental Orders. There is not pending, or, to the knowledge of such Owner, threatened any Action: (i) by or against such Owner that relates to, or would reasonably be expected to cause a Material Adverse Effect with respect to, the Company Shares, the Business, or any assets owned or used by any member of the Company Group; or (ii) that challenges, or that would reasonably be expected to have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering with, in each case, in any material respect, the transactions contemplated by this Agreement. There is no Governmental Order to which such Owner is bound or subject relating to the Company Shares and such Owner is not subject to any Governmental Order that relates to the business of or any assets owned or used by any member of the Company Group. Such Owner is in compliance in all material respects with each Governmental Order to which it is bound relating to the Company Shares, the Company Group’s assets, or to the Business of, or any assets owned or used by, the Company Group.
Sample 1
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Legal Actions; Governmental Orders. (a) Section 3.18(a) of the Disclosure Schedules sets forth each Action that is currently, or during the past five years has been, pending or, to the Knowledge of the Company, is currently threatened (i) against or by the Company affecting any of its properties or assets (or by or against any Member and relating to the Company); or (ii) against or by the Company, any Member or any Affiliate of a Member that challenges or seeks to prevent, enjoin or otherwise delay the Acquisition. (b) Section 3.18(b) of the Disclosure Schedules sets forth each outstanding Governmental Order and unsatisfied judgment, penalty or award against or affecting the Company or any of its properties or assets. The Company is in compliance in all material respects with the terms of each Governmental Order and judgment, penalty or award set forth in Section 3.18(b) of the Disclosure Schedules.
Sample 1
Legal Actions; Governmental Orders. (a) Except as set forth on Schedule 3.13(a), there are no Actions pending or, to the Seller Parties’ Knowledge, threatened: (i) against or by Seller, affecting any of their properties or assets that are material to the Business; or (ii) against or by Seller or any Related Party, in each case on or for its own account, that challenges or seeks to prevent, enjoin or otherwise delay the Transactions, which if determined adversely to Seller would be material to Seller or would adversely affect the ability of the Seller Parties to consummate the Transactions. (b) Except as set forth on Schedule 3.13(b), there are no material outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Business or any of Seller’s properties or assets that are material to the Business. (c) For the avoidance of doubt, this Section 3.13 will not apply to any Actions or Governmental Orders for which any of Seller or any Related Party is named therein solely as agent for a Person that is not Seller or a Related Party.
Sample 1
Legal Actions; Governmental Orders. There is not pending, or, to the knowledge of such Member, threatened any Action: (i) by or against such Member that relates to, or would reasonably be expected to cause a Material Adverse Effect with respect to, the Business of the Companies, or any assets owned or used by the Companies; or (ii) that challenges, or that would reasonably be expected to have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering with, in each case, in any material respect, the transactions contemplated by this Agreement. Such Member is not subject to any Governmental Order that relates to the business of or any assets owned or used by any of the Companies.
Sample 1
Legal Actions; Governmental Orders. There are no Actions pending or, to Bank’s knowledge, threatened, against Bank, nor is Bank subject to any judgment, Governmental Order or decree of any court or Governmental Authority (a) that would seek to prevent, delay, burden or impair the consummation of any of the Transactions; or (b) the outcome of which, in the reasonable judgment of Bank is likely (individually or in the aggregate) to materially affect the ability of Bank to close, or otherwise delay, burden or impair the consummation of, the Transactions.
Sample 1
Legal Actions; Governmental Orders. There are no Actions pending or, to Parent’s knowledge, threatened, against Parent, nor is Parent subject to any judgment, Governmental Order or decree of any court or Governmental Authority (a) that would seek to prevent, delay, burden or impair the consummation of any of the Transactions; or (b) the outcome of which, in the reasonable judgment of Parent is likely (individually or in the aggregate) to materially affect the ability of Bank to close, or otherwise delay, burden or impair the consummation of, the Transactions.
Sample 1
Legal Actions; Governmental Orders. There are no Actions pending or, to Xxxxx’s knowledge, threatened, against Xxxxx, nor is Buyer subject to any judgment, Governmental Order or decree of any court or Governmental Authority (a) that would seek to prevent, delay, burden or impair any of the Transactions; (b) the outcome of which, in the reasonable judgment of Buyer is likely (individually or in the aggregate) to materially affect the ability of Buyer to close, or otherwise delay, burden or impair the consummation of, the Transactions.
Sample 1
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Related to Legal Actions; Governmental Orders

  • Legal Proceedings; Governmental Orders (a) There are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

  • Governmental Orders No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any order, writ, judgment, injunction, decree, stipulation, determination or award that is in effect and has the effect of making any material aspect of the Transactions illegal, otherwise restraining or prohibiting consummation of any material aspect of the Transactions or causing any material aspect of the Transactions to be rescinded following completion thereof.

  • No Governmental Order No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the Merger or any of the other material transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Merger or any of the other transactions contemplated by this Agreement.

  • No Governmental Litigation There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from Parent or any of its subsidiaries any damages that may be material to Parent; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Surviving Corporation; or (d) which would materially and adversely affect the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

  • Litigation; Governmental Proceedings There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or in connection with the Company’s listing application for the listing of the Public Securities on the Exchange.

  • No Pending Governmental Actions No proceeding initiated by any Governmental Entity seeking an Injunction shall be pending.

  • No Conflict with Money Laundering Laws The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

  • No Governmental Action No investigation, action or proceeding shall have been commenced by the Department of Justice or Federal Trade Commission or any other governmental entity challenging or seeking to enjoin the consummation of this transaction and neither Buyer nor Seller shall have been notified of a present intention by the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice, the Director of the Bureau of Competition of the Federal Trade Commission or any governmental entity (or their respective agents or designees) to commence, or recommend the commencement of, such an investigation, action or proceeding.

  • Compliance with Laws and Court Orders (a) The Company and each of its Subsidiaries is and, since January 1, 2005, has been in compliance with, and, to the Knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law or Order, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws.

  • Governmental Actions No Governmental Action is or will be required in connection with the execution, delivery or performance by it, or the consummation by it of the transactions contemplated by this Agreement or any other Loan Document to which it is, or is to become, a party other than such Borrower’s Approval, as applicable, which has been duly issued and is in full force and effect.

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