Litigation; Actions and Proceedings. There is no action, suit, proceeding or investigation pending or, to Purchaser’s knowledge, currently threatened against Purchaser that questions the validity of this Agreement or the right of Purchaser to enter into it, or to consummate the transactions contemplated hereby or thereby.
Litigation; Actions and Proceedings. Except as disclosed on Schedule 4.7 hereto, there are no outstanding orders, decrees or judgments by or with any court or Governmental Authority before which CNA was a party that, individually and or in the aggregate, have a Material Adverse Effect on the Business. Except as disclosed on Schedule 4.7 hereto, there are no actions, suits, arbitrations or legal, administrative or other proceedings pending or, to the knowledge of CNA, threatened against CNA, at law or in equity, or before any Governmental Authority which, if adversely determined, would individually or in the aggregate, have a Material Adverse Effect on the Business.
Litigation; Actions and Proceedings. There are no outstanding orders, decrees or judgments by or with any court, Governmental Authority or arbitration tribunal before which IGFH was a party that, individually or in the aggregate, have a Material Adverse Effect on the operations of IGFH. There are no actions, suits, arbitrations or legal, administrative or other proceedings pending or, to the best knowledge of IGFH, threatened against IGFH at law or in equity or before any Governmental Authority or before any arbitrator of any kind which, if adversely determined, would individually or in the aggregate, have a Material Adverse Effect on the operations of IGFH.
Litigation; Actions and Proceedings. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental, administrative or regulatory body or arbitration or mediation tribunal against or involving the Purchaser. There are no actions, suits or claims or legal, administrative, regulatory, governmental or arbitral proceedings or investigations (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) pending or threatened against or involving the Purchaser or any of its properties or assets, nor, to the knowledge of the Purchaser, are there any grounds therefor, that individually or in the aggregate, could have a material adverse effect upon the Transactions contemplated hereby or upon the assets, properties, business, operations, or condition (financial or otherwise) of the Purchaser. There are no actions, suits or claims or legal, administrative, regulatory, governmental or arbitral proceedings pending or threatened that would give rise to any right of indemnification on the part of any director or officer of the Purchaser, or the heirs, executors or administrators of such director or officer, against the Purchaser or any successor to its business.
Litigation; Actions and Proceedings. Except as set forth in Schedule 4.17, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Authority against Seller or the Company, any of the Company’s assets or Business, or, to Seller’s or the Company’s Knowledge, any of the Company’s current or former directors or officers or any other Person whom Seller or the Company has agreed to indemnify (with respect to such indemnification obligation), as such, that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Furthermore, except as set forth in Schedule 4.17, there is no action, suit, proceeding or investigation pending or, to Seller’s or the Company’s Knowledge, currently threatened against the Company that questions the validity of this Agreement or the right of the Company to enter into it, or to consummate the transactions contemplated hereby or thereby, or that might have, either individually or in the aggregate, a Material Adverse Effect. Other than the Qxxxxxx & Bxxxx Claim, there is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing involving the prior employment of any employees of the Company, their use in connection with the Company’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.
Litigation; Actions and Proceedings. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental, administrative or regulatory body or arbitration or mediation tribunal against or involving the Company. Except as set forth in Schedule 3.16 attached hereto, there are no actions, suits or claims or legal, administrative, regulatory, governmental or arbitral proceedings or investigations (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) pending or threatened against or involving the Company or any of its properties or assets or Seller, nor, to the knowledge of Seller, are there any grounds therefor, that individually or in the aggregate, could have a material adverse effect upon the transactions contemplated hereby or upon the assets, properties, business, operations, or condition (financial or otherwise) of the Company or Seller. There are no actions, suits or claims or legal, administrative, regulatory, governmental or arbitral proceedings pending or threatened that would give rise to any right of indemnification on the part of any director or officer of the Company, or the heirs, executors or administrators of such director or officer, against the Company or any successor to the Business.
Litigation; Actions and Proceedings. (a) There is no action, proceeding or investigation pending or, to Parent’s or Sub’s knowledge, threatened before any court, governmental or regulatory body, agency, commission, official or arbitrator which (i) questions or calls into question the validity of this Agreement and the Operative Documents, (ii) if decided adversely to Parent or Sub, would materially impair the ability of Parent or Sub to assume its rights and perform its obligations under this Agreement and the Operative Documents, or (iii) calls into question Parent’s or Sub’s state or federal regulatory authority to consummate the transactions contemplated hereby.
(b) To the knowledge of Parent or Sub, there are no outstanding orders, judgments, injunctions, awards or decrees of any Governmental Entity against Parent or Sub, any of their properties, assets or businesses, or, to the knowledge of Parent or Sub, any of Parent’s or Sub’s officers or any other Person whom Parent or Sub have agreed to indemnify that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To Parent’s or Sub’s knowledge, no third party has expressed an intention to commence a suit or proceeding which could be expected to have a Material Adverse Effect.
Litigation; Actions and Proceedings. There are no pending or, to the knowledge of Lilly, threatened judicial, administrative or arbitral actions, claims, suits or proceedings against or by Lilly relating to the Licensed Assets, the Product, or the Business, which, either individually or together with any other, may have a material adverse effect on (i) the Licensed Assets, the Product or the Business, or (ii) the ability of Lilly to perform its obligations under this Agreement, the Manufacturing Agreement or any agreement or instrument contemplated hereby, or (iii) the ability of JMED to market and sell the Product from and after the date of this Agreement. There are no pending actions or suits relating to the Licensed Assets, the Product or the Business, brought by Lilly against others. To the best of Lilly's knowledge, there are no product liability claims against or involving Lilly with respect to the Product currently outstanding and, except as set forth on Schedule 5.5 hereto, no such claims have been settled, adjudicated or otherwise disposed of since January 1, 1990. There are no letters of adverse finding, Form 483s, or other similar regulatory actions or other similar regulatory correspondence or communications with the FDA or any other state or federal government agencies pertaining to the Product and received by Lilly at any time since January 1, 1990, except as identified on SCHEDULE 5.5 attached hereto.
Litigation; Actions and Proceedings. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving either Shorewood Asia, Shorewood Mauritius or Shorewood Guangzhou; and there are no outstanding orders, judgments, injunctions, awards or decrees of any
Litigation; Actions and Proceedings. As of the date ------------------------------------ hereof there are no actions, suits, claims or legal, administrative or arbitration proceedings or investigations (whether or not the defense thereof or liabilities in respect thereof are covered by policies of insurance), pending or threatened against NALC, or any of the properties or assets of NALC, or to which NALC is a party or a target, and there are no outstanding orders, writs, injunctions or decrees of any court, governmental agency or arbitration tribunal against NALC or to which NALC is a party or a target, and there are no facts or circumstances known to NALC which would constitute a valid basis for any such action, suit, claim or legal, administrative or arbitration proceeding or investigation which in any such case, if there were an adverse outcome, would have a material adverse effect on the NALC taken as a whole. NALC is not in default with respect to, nor in violation of, any regulation, order or decree of any court or of any governmental agency or instrumentality.
