Legal and Governmental Proceedings. Except as described in the General Disclosure Package and the Final Offering Memorandum (including the Exchange Act Reports), there are no legal, governmental or regulatory actions, suits or proceedings pending, nor, to the Company’s knowledge, any legal, governmental or regulatory investigations, to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations under this Agreement; to the Company’s knowledge, no such actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others that, individually or in the aggregate, if determined adversely to the Company or any of its Subsidiaries, would reasonably be expected to have a Material Adverse Effect; and there are no current or pending legal, governmental or regulatory actions, suits or proceedings or, to the Company’s knowledge, investigations that would be required under the Securities Act to be described in the General Disclosure Package and the Final Offering Memorandum if the offer and sale of the Offered Securities and Underlying Securities were registered under the Securities Act that are not so described in the General Disclosure Package and the Final Offering Memorandum (including the Exchange Act Reports).
Legal and Governmental Proceedings. Other than as set forth in the Pricing Prospectus and the Prospectus, there are no, and during the period from the date of the last audited financial statements contained or incorporated by reference in the Registration Statement to the date hereof there have not been, any legal or governmental proceedings pending to which the Company, the Guarantor or any of its consolidated subsidiaries is a party or of which any asset of the Company, the Guarantor or any of its consolidated subsidiaries is the subject which, if determined adversely to the Company, the Guarantor or such consolidated subsidiary, would individually or in the aggregate have a Material Adverse Effect; and, to the best of the Guarantor’s knowledge, no such proceedings are directly threatened by any Governmental Authority or threatened in writing by others;
Legal and Governmental Proceedings. There are no legal or governmental proceedings ("Proceedings") pending to which the Company or any of its Subsidiaries is a party or of which any property of the Company or any of its Subsidiaries is subject which, individually or in the aggregate, is reasonably expected to be material to the Company and its Subsidiaries, taken as a whole, or would have a material adverse effect on the ability of each of the Company and the Guarantors to perform its obligations under this Agreement, and, to the Knowledge of the Company and each of the Guarantors, no such Proceedings are threatened or contemplated by Governmental Authorities or threatened by others.
Legal and Governmental Proceedings. Xxxxx is not subject to any order of any court or governmental authority or agency and there are no legal actions or governmental proceedings or investigations pending or, to the best of Xxxxx’x knowledge, threatened, which would have a material adverse impact on Xxxxx or would adversely affect the Company or Xxxxx’x ability to perform according to the terms of this Agreement.
Legal and Governmental Proceedings. (i) There are no legal or governmental proceedings pending or, to the Company’s knowledge, threatened to which the Company is a party or to which any of the properties of the Company is subject (i) other than proceedings accurately described in all material respects in the General Disclosure Package and proceedings that would not have a material adverse effect on the Company or on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the General Disclosure Package or (ii) that are required to be described in the Registration Statement or the Final Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Final Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.
Legal and Governmental Proceedings. Schedule 3.1(h) of the FHLB Seattle Disclosure Schedule lists all currently pending litigation and governmental or administrative proceedings or formal governmental investigations to which FHLB Seattle is a party, either directly, indirectly or in a fiduciary capacity. As of the date hereof, there is no action, suit, claim, proceeding instituted or pending or, to of Knowledge FHLB Seattle, threatened against FHLB Seattle or against any asset, interest or right of FHLB Seattle which, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on FHLB Seattle.
Legal and Governmental Proceedings. Schedule 3.2(h) of the FHLB Des Moines Disclosure Schedule lists all currently pending litigation and governmental or administrative proceedings or formal governmental investigations to which FHLB Des Moines is a party, either directly, indirectly or in a fiduciary capacity. As of the date hereof, there is no action, suit, claim, proceeding instituted or pending or, to of Knowledge FHLB Des Moines, threatened against FHLB Des Moines or against any asset, interest or right of FHLB Des Moines which, if adversely determined, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on FHLB Des Moines
Legal and Governmental Proceedings. Except as disclosed in the Company SEC Reports filed prior to the date hereof, (i) there are no claims, suits, actions or proceedings, pending or, to the knowledge of the Company, threatened, nor are there any investigations or reviews pending or threatened against, relating to or affecting the Company or any of its subsidiaries or, to the knowledge of the Company, any of its joint ventures, (ii) there have not been any developments since September 30, 2000 with respect to any such disclosed claims, suits, actions, proceedings, investigations or reviews, and (iii) there are no judgments, decrees, injunctions, rules or orders of any court, governmental department, commission, agency, instrumentality or authority or any arbitrator applicable to the Company or any of its subsidiaries, except for any of the foregoing under clauses (i), (ii) and (iii) that individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect.
Legal and Governmental Proceedings. Except as set forth on Schedule 3.7, no legal or governmental action, ------------- proceeding or investigation is pending, or to the best of the Company's knowledge, threatened (or any basis therefor known to the Company) that questions the validity of this Agreement, the Class A Preferred Stock, the Conversion Shares, the Common Stock or the Conversion Share Issuance or that, if determined adversely to the Company or any Subsidiary, is reasonably likely, currently or prospectively, individually or in the aggregate, to have a Material Adverse Effect.
Legal and Governmental Proceedings. Except as otherwise disclosed in the SEC Filings or as previously disclosed to the Purchasers in writing, there are no suits, actions, investigations or proceedings (whether judicial, arbitral, administrative or other) pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect, nor are there any judgments, decrees, injunctions, rules or orders of any Governmental Entity outstanding against the Company or any of its subsidiaries that have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
