Litigation; Adverse Effects; Condemnation Clause Samples
The 'Litigation; Adverse Effects; Condemnation' clause addresses how ongoing or potential legal actions, negative impacts, or government takings affect the parties' rights and obligations under an agreement. It typically requires parties to disclose any lawsuits, regulatory actions, or condemnation proceedings that could materially impact the subject matter of the contract, such as property or business operations. This clause helps ensure transparency and allows parties to assess and manage risks associated with legal disputes or government actions that could undermine the value or feasibility of the transaction.
Litigation; Adverse Effects; Condemnation. (a) Except as disclosure on the Information Certificate or with respect to which any Loan Party has provided notice as required hereunder, there is no action, suit, proceeding, 313271651.15 governmental investigation or arbitration, at law or in equity, or before or by any Governmental Authority, pending against and served upon or, to best of any Loan Party’s knowledge, threatened against and not served upon any Loan Party, the Property or any other Collateral which (i) could result in a Material Adverse Effect upon such Person, the Property or other Collateral, or (ii) could materially and adversely affect the ability of any Loan Party to perform its obligations under the Loan Documents or (iii) involves any Loan Document or the transactions contemplated thereby.
(b) Except as disclosure on the Information Certificate, in Canadian Parent’s most recent Form 10K and Form 10Q filed with the Securities and Exchange Commission as of the Effective Date or with respect to which any Loan Party has provided notice as required hereunder, no Loan Party is (i) in violation of any applicable Legal Requirements, which violation could have a Material Adverse Effect upon any Loan Party, the Property or any other Collateral, or (ii) subject to or in default with respect to any court or Governmental Authority order which could have a Material Adverse Effect upon any Loan Party, the Property or any other Collateral. There are no governmental or administrative proceedings pending or, to the best of each Loan Party’s knowledge, threatened against any Loan Party, the Property or any other Collateral, which, if adversely decided, could have a Material Adverse Effect upon any Loan Party, the Property or any other Collateral.
(c) There are no known, pending or, to the best of each Loan Party’s knowledge, threatened eminent domain or condemnation proceedings affecting the Property (or any portion thereof).
(d) Upon payment of the contractors identified on the closing statement prepared by the Title Company in connection with the closing of this Agreement, there are no known, pending, or to the best of each Loan Party’s knowledge, threatened claims outstanding against any Loan Party or the Property (or any portion thereof) or any other Collateral in respect of any work done on or prior to the date hereof at, on or around the Property by any contractor or third party claimant.
Litigation; Adverse Effects; Condemnation.
(a) There is no action, suit, proceeding, governmental investigation or arbitration, at law or in equity, or before or by any Governmental Authority, pending against and served upon or, to best of any Loan Party’s knowledge, threatened against and not served upon any Loan Party, the Property or any other Collateral which (i) could result in a Material Adverse Effect upon such Person, the Property or other Collateral, or (ii) could materially and adversely affect the ability of any Loan Party to perform its obligations under the Loan Documents or
Litigation; Adverse Effects; Condemnation. (a) There is no action, suit, proceeding, governmental investigation or arbitration, at law or in equity, or before or by any Governmental Authority, pending against and served upon or, to Borrower’s knowledge, threatened against and not served upon Borrower, Guarantor, the Property or any other Collateral which is reasonably likely to (i) result in a Material Adverse Effect on such Person, the Property or the other Collateral, or (ii) materially and adversely affect the ability of either Guarantor to perform its obligations under the Completion Guaranty, the Carveout Guaranty or the Environmental Indemnity Agreement (each, as applicable). Notwithstanding the above, to the extent the above representations and warranties relate to the Property with respect to periods prior to Borrower’s ownership thereof, such representations and warranties are made only to Borrower’s knowledge.
(b) Borrower is not (i) in violation of any applicable Legal Requirements, which violation is reasonably likely to have a Material Adverse Effect on Borrower, Guarantor, the Property or any other Collateral, or (ii) subject to or in default with respect to any court or Governmental Authority order which is reasonably likely to have a Material Adverse Effect on Borrower, Guarantor, the Property or any other Collateral. There are no governmental or administrative proceedings pending or, to the Borrower’s knowledge, threatened against Borrower, the Property or any other Collateral, which, if adversely decided, would have a Material Adverse Effect on Borrower, Guarantor, the Property or any other Collateral. Notwithstanding the above, to the extent the above representations and warranties relate to the Property with respect to periods prior to Borrower’s ownership thereof, such representations and warranties are made only to Borrower’s knowledge.
(c) There are no known, pending or, to Borrower’s knowledge, threatened eminent domain or condemnation proceedings affecting the Property (or any portion thereof).
(d) Except for the litigation that is the subject of the Purchase Agreement Indemnification Obligation, there are no known, pending or to Borrower’s knowledge, threatened claims outstanding against Borrower or the Property (or any portion thereof) in respect of any work done on or prior to the date hereof at, on or around the Property by any contractor or third party claimant.