Legal and Administrative Proceedings. There is no action, suit, litigation or proceeding pending, or to the knowledge of the Borrowers, threatened nor, to the knowledge of the Borrowers, is there any investigation pending or threatened, in any court or before any arbitrator or Governmental Authority or any payor appeals bodies respecting or relating to any Borrowers (or any officer or director thereof) or any property of any Borrowers that, individually or in the aggregate, (i) could have a material adverse effect on the business, condition (financial or otherwise), operations, properties or prospects of the Borrowers taken as a whole or (ii) could materially adversely affect the Lenders' rights and remedies hereunder or under the other Loan Documents, this Agreement or other Loan Documents or the ability of the Borrowers to perform their obligations hereunder or thereunder.
Legal and Administrative Proceedings. There is no proceeding pending or, to the knowledge of the Transferors, threatened, against or affecting the Company or its properties, rights, licenses, operations or businesses. No event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such proceeding. The Company has fully complied, and is in full compliance, with all legal requirements that are applicable to the business operation and assets management. No event has occurred, and no condition or circumstance exists, that would reasonably be expected to constitute, or result directly or indirectly in, a default under, a breach or violation of, or a failure to comply with, any such legal requirement. The Company has not received any notice from any person (including any governmental administrative authority) that the Company is in violation of any legal requirement.
Legal and Administrative Proceedings. Schedule 4.7 sets forth each instance in which Seller or any Subsidiary is (i) subject to any outstanding judgment, injunction, order, decree, ruling or settlement agreement related to the Business or (ii) is a party or, to the knowledge of Seller, is threatened to be made a party to any action, suit, proceeding, hearing or investigation related to the Business of, in or before any court or quasi-judicial or administrative agency of any jurisdiction or before any arbitrator. Except as disclosed in Schedule 4.7:
Legal and Administrative Proceedings. Except as set forth in Schedule IV(F) to this Agreement, neither Buyer nor any of its business operations or assets are subject to any of the following:
Legal and Administrative Proceedings. There are no legal or administrative proceedings of any kind, including arbitrations or mediations, pending or threatened against Bancorp, and there exists no judgment, order or decree against Bancorp entered by any court, arbitrator or government agency, that would preclude Bancorp's performance of its obligations under the Agreement.
Legal and Administrative Proceedings. Schedule III(H) to this Agreement contains a complete and accurate list and description of each of the following: all suits, actions, administrative proceedings, workers compensation claims or proceedings, governmental investigations, arbitrations, mediations or other similar proceedings relating to the Business, to which Seller is a party or against or affecting the Business or the Assets and of which Seller has received notice, and each judgment, order, injunction, decree or award (whether rendered by a court, administrative agency, or by arbitrator) relating to the Business, to which such Seller is a party or against or affecting the Business or the Assets properties (such suits, actions, administrative proceedings, governmental investigations, arbitrations or similar proceedings, and judgments, orders, injunctions, decrees or awards being hereinafter referred to as "Legal Proceedings").
Legal and Administrative Proceedings. There is no pending, upcoming or threatened (to the knowledge of the Promisors) litigation, arbitration, administrative investigation, administrative penalty, enforcement, other legal or administrative proceeding, or claim against or affecting the Target Company and any of its property, rights, licenses, operations or businesses; nor is there any event, circumstance or scenario that may directly or indirectly triggering, or provide basis for, such legal or administrative proceedings.
Legal and Administrative Proceedings. Except for the circumstances otherwise disclosed in the Disclosure Schedule in Appendix 3 or the circumstances which will not have a material adverse effect on the Target and Beijing Step Ahead Group, as a whole, (a) there are no pending or, to the knowledge of RISE Hong Kong, RISE Cayman, Rise Tianjin, Rise IP and Beijing Step Ahead, any written threatened legal or administrative proceedings initiated against or affecting the Target or Beijing Step Ahead Group or their properties, rights, licensing rights, operations or businesses; (b) to the knowledge of RISE Hong Kong, RISE Cayman, Rise Tianjin, Rise IP and Beijing Step Ahead, there are no events, situations or circumstances that may directly or indirectly lead to the commencement of, or provide a basis for, the legal or administrative procedures under (a) above; (c) in the past five years, the Target and Beijing Step Ahead Group have been and are still complying with all laws and regulations applicable to their business operations or asset management and have not violated any applicable PRC laws; (d) in the past three years, the Target and Beijing Step Ahead Group have never received any written notice from any person (including any governmental administrative authority) about any violation of laws by the Target or Beijing Step Ahead Group.
Legal and Administrative Proceedings. There is no action, suit, litigation or proceeding pending, or to the knowledge of the Borrower, threatened nor, to the knowledge of the Borrower, is there any investigation pending or threatened, in any court or before any arbitrator or Governmental Authority or any payor appeals bodies respecting or relating to any Loan Party or any of the members of the Multicare Group (or any officer or director thereof) or any property of any Loan Party or any of the members of the Multicare Group that, individually or in the aggregate, (i) could have a material adverse effect on the Tender Offer, the Merger or the business, condition (financial or otherwise), operations, properties or prospects of the Loan Parties and the members of the Multicare Group taken as a whole or (ii) in the judgment of the Majority Lenders, could materially adversely affect the Lenders' rights and remedies hereunder or under the other Loan Documents, this Agreement or other Loan Documents or the ability of the Loan Parties to perform their obligations hereunder or thereunder.
Legal and Administrative Proceedings. During the Consulting Period, you agree to cooperate, assist, and participate, without charge and with reasonable travel expenses and disbursements, in connection with any legal, administrative or other similar proceeding in which you were involved during your employment with the GreenPoint Entities and their respective predecessors and in any other legal, administrative or other similar proceeding filed against or brought by the GreenPoint Entities, including but not limited to meetings with attorneys for the GreenPoint Entities and appearing at and testifying truthfully at any proceeding where your presence is required. Specifically, you agree to be available on an as needed basis (as reasonably determined by GreenPoint); provided, however, that (a) GreenPoint will provide advance notice to you each time GreenPoint will need you to be available, and (b) GreenPoint’s need for you to be available will not unreasonably conflict with your employment or personal schedule.
