Legal Compliance; Litigation Sample Clauses

Legal Compliance; Litigation. HLBE has complied with all applicable laws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed, commenced or alleged against it. There are no pending or threatened claims, actions, suits, proceedings, hearings or investigations affecting HLBE or its assets. HLBE is not operating under or subject to, or in default with respect to, any order, writ, injunction or decree of any court or governmental agency.
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Legal Compliance; Litigation. To the best of his knowledge, the Seller and his respective predecessors and affiliates have complied with all applicable laws of federal, state, local and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed or commenced against any of them alleging any failure so to comply. To the best of his knowledge, there are no outstanding injunctions, judgments, orders, decrees, rulings or charges affecting their Shares. To the best of his knowledge, there are no actions, suits, proceedings, hearings or investigations, and the Seller does not have reason to believe that any such action, suit, proceeding, hearing or investigation may be brought or threatened, against the Seller.
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Legal Compliance; Litigation. Except as set forth on Schedule 4.8, ---------------------------- ------------ each Seller and their Affiliates have complied with all material applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of Governmental Authorities relating to the Business, including without limitation, all such laws, regulations and requirements relating to antitrust, consumer protection, equal opportunity health, occupational safety, zoning, building, environmental, product liability, employee benefits, payment of Taxes, and securities, and no Legal Proceeding has been filed, commenced or, to the best of Seller's knowledge, threatened or proposed in any manner or any circumstances which should or could reasonably form the basis of any such action, suit, proceeding or investigation against any of them alleging any failure so to comply. Schedule 4.8 sets forth each instance ------------ in which the Seller (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge related to the Business or (ii) is a party to or, to the knowledge of the Seller, is threatened to be made a party to, any Legal Proceeding related to the Business, before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator. To the best of the Sellers' knowledge, none of the Legal Proceedings set forth in Schedule 4.8 is expected to result in a Material ------------ Adverse Effect.
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Legal Compliance; Litigation. As of Closing, the Seller has complied with all applicable laws regarding the conduct of its business and its ownership, including all applicable rules, regulations, laws, statutes, treaties, ordinances, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder of federal, state, local, and foreign governments (and all agencies thereof) (collectively, “Legal Requirements”), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against Seller alleging any failure so to comply. As of now and the Closing, neither Seller nor AudioMojo are, with regard to the Assets, (i) subject to any outstanding injunction, judgment, order, decree, or ruling or (ii) a party or is threatened to be made a party to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator.
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Legal Compliance; Litigation. Except as set forth on Section 3.16 of the Seller's Disclosure Schedule, the Seller has complied with all applicable laws related to his or its business in all respects, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed, commenced or, to the Knowledge of the Seller, alleged against it. Except as set forth on Section 3.16 of the Seller's Disclosure Schedule, there are no pending or to the Seller's knowledge any threatened claims, actions, suits, proceedings, hearings or investigations affecting the Acquired Assets or the business of the Seller. Except as set forth on Section 3.16 of the Seller's Disclosure Schedule, the Seller is not operating under or subject to, or in default with respect to, any order, writ, injunction or decree of any court or Governmental Authority. There EXECUTION COPY are no Permits or licenses necessary for the Buyer's operation of the businesses of the Seller as presently conducted and as presently proposed to be conducted.
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Legal Compliance; Litigation. The Seller has complied with all applicable laws, including without limitation all laws relating to employment laws and environmental health and safety laws. No action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed, commenced, is pending or, to the knowledge of the Seller's Owner, alleged against the Seller. The Seller is not operating under or subject to, or in default with respect to, any order, writ, injunction or decree of any court or governmental agency. There is no agreement, order, regulation or law binding upon the Seller or the Business, as opposed to the application of such to those operating in the business industry generally, that has or could reasonably be expected to have the effect of prohibiting or impairing the Business.
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Legal Compliance; Litigation. The Seller has complied with all applicable laws, has all permits and authorizations necessary for the conduct of the Business as presently conducted, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed, commenced or, to the knowledge of the Seller, alleged against it. There are no pending or threatened claims, actions, suits, proceedings, hearings or investigations affecting the Acquired Assets or the Contingent Assets. The Seller is not operating under or subject to, or in default with respect to, any order, writ, injunction or decree of any court or governmental agency. There is no agreement or law binding upon the Seller, as opposed to the application of such to those operating in the business industry generally, that has or could reasonably be expected to have the effect of prohibiting or impairing any current business practice of the Seller with respect to the Business.
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Legal Compliance; Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to TLW’s knowledge, currently threatened against TLW that questions the validity of the Transaction Documents or the right of TLW to enter into them, to consummate the transactions contemplated by the Transaction Documents, or that seeks to enjoin, restrain or rescind the transactions contemplated by this Agreement or that could adversely affect the right of GBK to own the Shares or of the right of any Party to perform or receive the performance of any term or right of this Agreement or any other Transaction Document.
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Legal Compliance; Litigation. To Sellers’ Knowledge, the Sellers have complied with all applicable laws related to the Business, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed, commenced or, to the knowledge of the Sellers, alleged against them in any way related to the Business. To Sellers’ Knowledge, there are no pending or threatened claims, actions, suits, proceedings, hearings or investigations affecting the Acquired Assets. To Sellers’ Knowledge, the Sellers and the Business are not operating under or subject to, or in default with respect to, any order, writ, injunction or decree of any court or governmental agency.
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Related to Legal Compliance; Litigation

  • Legal Compliance Contractor represents and warrants that it shall secure all notices and comply with all applicable laws, ordinances, rules and regulations of any governmental entity in conjunction with the performance of obligations under the Contract. Prior to award and during the Contract term and any renewals thereof, Contractor must establish to the satisfaction of the Commissioner that it meets or exceeds all requirements of the Bid and Contract and any applicable laws, including but not limited to, permits, licensing, and shall provide such proof as required by the Commissioner. Failure to comply or failure to provide proof may constitute grounds for the Commissioner to terminate or suspend the Contract, in whole or in part, or to take any other action deemed necessary by the Commissioner. Contractor also agrees to disclose information and provide affirmations and certifications to comply with Sections 139-j and 139-k of the State Finance Law.

  • Litigation and Compliance ‌ (a) Except as disclosed in the Disclosure Letter, to the best of GLC’s knowledge, there are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or threatened: (i) against or affecting GLC or the GLC Subsidiaries or with respect to or affecting any asset or property owned, leased or used by GLC or the GLC Subsidiaries; or (ii) which question or challenge the validity of this Agreement, or the Amalgamation or any action taken or to be taken pursuant to this Agreement, or the Amalgamation; nor is GLC aware of any basis for any such action, suit, claim, proceeding or investigation. (b) There is not outstanding against GLC or the GLC Subsidiaries, any judgment, decree, injunction, rule, order or award of any court, Governmental entity, commission, board, bureau, agency, or arbitrator. (c) Each of GLC and the GLC Subsidiaries has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on GLC. (d) Neither GLC nor any of its assets, including the GLC Subsidiaries, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on GLC or which is reasonably likely to prevent GLC from performing its obligations under this Agreement. (e) To the best knowledge of GLC, each of GLC and the GLC Subsidiaries has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and will not have a Material Adverse Effect on GLC.

  • Compliance with Laws; Litigation (a) Each Seller is in compliance with all Laws of or from Governmental Bodies applicable to the Business and the Acquired Assets. (b) There are no Actions pending or, to Sellers’ Knowledge, threatened, against a Seller or any of its officers, managers, Employees or members in their capacity as such, with respect to the Business, the Acquired Assets or the Assumed Contracts. No Seller is subject to any order (consent or other), judgment, decree, injunction or stipulation of or with any court or other Governmental Body that names such Seller and imposes a material ongoing obligation with respect to the operation of the Business and the Acquired Assets. (c) There are no Actions pending or, to Seller’s Knowledge, threatened by or against Seller with respect to this Agreement or any of the Transaction Agreements, or in connection with the transactions contemplated hereby or thereby, that would reasonably be expected to prevent or materially delay the consummation by Sellers of the transactions contemplated hereby or thereby or would reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

  • Litigation and Regulatory Cooperation During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).

  • Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Certain Litigation The Company agrees that it ------------------- shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, without the prior written consent of Parent. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.

  • Pending Litigation Financial position and prospective long-term profitability of the Single Tenderer, and in the case the Tenderer is a JV, of each member of the JV, shall remain sound according to criteria established with respect to Financial Capability under paragraph I (i) above assuming that all pending litigation will be resolved against the Tenderer. Tenderer shall provide information on pending litigations as per Form CON-2.

  • Notification of litigation The Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, any Security Party, the Approved Manager, any Ship or the Earnings or the Insurances of any Ship as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.

  • Cooperation in Litigation Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

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