Legal Proceedings; Claims. Except as set forth in Schedule 6(c) of ------------------------- this Agreement, neither Seller is a party to any pending litigation, arbitration or administrative proceeding or investigation, with respect to or relating to the Assets or the Business and, to the Sellers' best knowledge and belief, no litigation, arbitration or administrative proceeding or investigation that would have a material adverse effect on the Assets or the Business is threatened. Except as set forth in Schedule 6(c) of this Agreement, there are no warranty or other claims relating to any products manufactured and sold by the Sellers.
Legal Proceedings; Claims. 5.10.1 No Proceeding is pending nor, to such Seller’s Knowledge, has any Proceeding been threatened in writing against any Primary Archstone Entity, which seeks to restrain, prohibit or otherwise challenge legality or validity of this Agreement or any of the Contemplated Transactions.
5.10.2 To such Seller’s Knowledge, except as set forth on Section 5.10.2 of the Disclosure Schedules, (i) no Proceeding is pending to which any Archstone Entity is a party, and (ii) no Proceeding has been threatened in writing against any Archstone Entity or any current managing member or any employee or agent of any Archstone Entity or against any former managing member, employee or agent of any Archstone Entity, with respect to which any Archstone Entity has or would reasonably be expected to have a Liability therefor or any indemnification or expense advancement obligation, except to the extent such Proceeding has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
5.10.3 Except as set forth on Section 5.10.3 of the Disclosure Schedules, as of the date of this Agreement, to the Knowledge of any such Seller, there are no Proceedings pending against nor threatened in writing against, the Archstone Entities under any bankruptcy or insolvency Law or with respect to any Bankruptcy Event.
Legal Proceedings; Claims. Except as set forth in the Disclosure --------------------------- Schedule 4.14, there are no decrees or order of any regulatory agency, court or public authority materially affecting the operations of Company, and Company is not a party to any litigation or other judicial or administrative proceedings. Except as set forth in Disclosure Schedule 4.14, to Sellers' knowledge, neither Company nor any Seller is a party to any litigation or other judicial, administrative or other proceeding pending or known by Sellers to be threatened which would affect Company's or Sellers' ability to perform this Agreement or would materially affect the assets or operations of Company; and, to the best of Sellers' knowledge there are no claims in existence or threatened against Company or any of its properties which may result in litigation. Sellers have not received any notice of any violations of any Federal, State, local or foreign laws or regulations which might materially affect the properties, assets, business, financial condition or corporate status of Company; and Company is not in default with respect to any order or decree of any court or administrative regulatory agency.
Legal Proceedings; Claims. No Proceeding is pending nor, to LBHI’s Knowledge, has any Proceeding been threatened in writing against any Xxxxxx Entity or Seller, which seeks to restrain, prohibit or otherwise challenge legality or validity of this Agreement or any of the Contemplated Transactions.
Legal Proceedings; Claims. There is no action, suit, proceeding or investigation pending in any court or before any arbitrator or before or by any Governmental Agency against the Company or any of its Properties or business, and no such action, suit, proceeding or investigation currently threatened. The Company is not currently subject to any claim by any Person, whether or not such claim involves the threat of any action, suit, proceeding or investigation, other than claims which in the aggregate do not exceed $50,000.
Legal Proceedings; Claims. Except as set forth in the Disclosure Schedule Exhibit 5.18, there are no decrees or order of any regulatory agency, court or public authority affecting the operations of CSI, and CSI is not a party to any litigation or other judicial or administrative proceedings. Neither CSI nor any CSI Shareholder is a party to any litigation or other judicial, administrative or other proceeding pending or known by CSI Shareholders to be threatened which would affect CSI's or CSI Shareholders' ability to perform this Agreement or would materially adversely affect the assets or operations of CSI; and, to the best of CSI and CSI Shareholders' knowledge there are no claims in existence or threatened against CSI or any of its properties which may result in litigation. There are no known existing violations of any Federal, State, local or foreign laws or regulations which might materially adversely affect the properties, assets, business, financial condition or corporate status of CSI; and CSI is not in default with respect to any order or decree of any court or administrative regulatory agency.
Legal Proceedings; Claims. There are no claims, actions, suits, arbitrations, proceedings or investigations pending or threatened against Borrower, before or by any governmental or non-governmental department commission board bureau agency or instrumentality, whether federal, state, local or foreign, or any other person, and there are no outstanding or unsatisfied judgments, orders, decrees or stipulations to which Borrower is a party, which relate to either the Assets or the transaction contemplated herein, or which would alone or in the aggregate have a material adverse effect upon the business, business prospects, assets or financial condition of Borrower.
Legal Proceedings; Claims. Except as set forth in Schedule 7(c) of this Agreement, the Holder and Monroad, LLC is not a party to any pending litigation, arbitration or administrative proceeding or investigation, with respect to or relating to the Stock or underlying Assets or the Business and, to the Holder’s knowledge and belief, no litigation, arbitration or administrative proceeding or investigation that would have a material adverse effect on the Stock or underlying Assets or the Business is threatened. Except as set forth in Schedule 7(c) of this Agreement, there are no warranties or other claims pending relating to any products or services sold by the Business.
Legal Proceedings; Claims. (a) There is no pending or, to Tiptree’s Knowledge, threatened, Legal Proceeding against Tiptree or any of its Subsidiaries, nor is there any Order imposed upon Tiptree or any of its Subsidiaries, in each case, which would reasonably be expected to prevent or materially delay Tiptree’s ability to perform its obligations under this Agreement the consummation of the Transactions.
(b) There is no pending or, to Tiptree’s Knowledge, threatened, claim of any nature by Tiptree, on behalf of itself and its Affiliates (other than any Group Company), predecessors and assigns, against any Group Company.
Legal Proceedings; Claims. Except as set forth on the attached Schedule 7.1.12, neither the Party nor its Subsidiaries has been served with any summons, complaint or written notice to arbitrate, and no suit, litigation, claim (equitable or legal), administrative arbitration, investigation or other proceeding is pending or threatened against the Party or its Subsidiaries that would materially and adversely affect the Party or its Subsidiaries or its or their business by or before any court, governmental department, commission, board, bureau, agency, mediator, arbitrator or other person or instrumentality. None of the actions, claims, suits, proceedings and matters set forth in Schedule 7.1.12 materially and adversely affects the financial condition of the Party or its Subsidiaries or materially adversely affects the ability of the Party to perform its obligations under this Agreement.
