Litigation and Claims; Compliance with Laws. (a) Schedule 4.10(a)(i) sets forth all Litigation as of the date hereof, including the name of the claimant, the date of the alleged act or omission, a detailed narrative as to the nature of the alleged act or omission, the date the matter was referred to an insurance carrier of the Sellers (if referred), the estimated amount of exposure, the amount the Sellers have reserved, or the amount of the Sellers' claim and estimated expenses of the Sellers in connection with such matters. Except as set forth in Schedule 4.10(a)(ii), there is no Litigation which is not fully covered by the insurance policies referenced in Section 4.12. Neither the Sellers, nor the Assets, are subject to any order, consent decree, settlement or similar agreement with any Governmental Authority. There is no judgment, injunction, decree, order or other determination of an arbitrator or Governmental Authority specifically applicable to the Sellers or any of their properties or assets. There is no Litigation relating to alleged unlawful discrimination or sexual harassment. As of the date hereof, there is no Litigation which seeks to prevent consummation of the transactions contemplated hereby or which seeks material damages in connection with the transactions contemplated hereby.
(b) Except as set forth in Schedule 4.10(b), the Sellers have complied and are in compliance with all Laws applicable to the Sellers and the Business except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.10(b), the Sellers hold all material licenses, permits and other authorizations of Governmental Authorities necessary to conduct their business as now being conducted or, under currently applicable Laws, to continue to conduct their business as now being conducted. Except as set forth in Schedule 4.10(b), to the Knowledge of the Sellers, there is no intent on the part of the Sellers to make any changes in the conduct of the Business that will result in or cause the Sellers to be in noncompliance with applicable Laws or that will require changes in or a loss of any such licenses, permits or other authorizations or an increase in any expenses related thereto except where such noncompliance, change, loss or increase would not reasonably be expected to have a Material Adverse Effect. Such licenses, permits and other authorizations as aforesaid held by the Sellers are valid and in full force and effect, and there are no (a) ...
Litigation and Claims; Compliance with Laws. Except as set forth on Schedule 4.11, as of the date hereof, there is no material Litigation pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened by or against any Conveyed Entity or any of its Subsidiaries or with respect to any of their respective properties or assets, which is not fully covered by the insurance policies referenced in Section 4.12 (excluding any applicable deductibles) or which if adversely determined would have a Material Adverse Effect. As of the date hereof, no Litigation before any arbitrator or Governmental Authority has been commenced, is pending or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened by or against the Conveyed Entities or any of their Subsidiaries or against any of their respective properties or assets (including any items subject to the exception above) which if adversely determined would have a Material Adverse Effect. Except as set forth on Schedule 4.11, as of the date hereof, none of the Conveyed Entities or their Subsidiaries is subject to any material order, consent decree, settlement or similar agreement with any Governmental Authority which would have a Material Adverse Effect and since June 30, 1996 through the date hereof there has been no judgment, injunction, decree, order or other determination of an arbitrator or Governmental Authority applicable to any Conveyed Entity or any of its Subsidiaries which would have a Material Adverse Effect.
Litigation and Claims; Compliance with Laws. Except as set forth on Schedule 5.10, as of the date hereof, there is no material Litigation pending or, to Republic's or the Republic Subsidiaries' Knowledge, threatened by or against Republic or the Republic Subsidiaries or with respect to any of their respective properties or assets, which is not fully covered by Republic's or the Republic Subsidiaries' insurance policies or which, if adversely determined, would have a material adverse effect on the business, results of operations or financial condition of Republic or the Republic Subsidiaries or prohibit or otherwise adversely affect Republic's or the Republic Subsidiaries' ability to consummate the transactions contemplated hereby. No Litigation before any arbitrator or Governmental Authority has been commenced, is pending or, to Republic's and the Republic Subsidiaries' Knowledge, threatened by or against Republic or any Republic Subsidiary or against any of their respective properties or assets which, if adversely determined, would have a material adverse effect on the business, results of operations or financial condition of Republic or the Republic Subsidiaries or prohibit or otherwise adversely affect Republic's or the Republic Subsidiaries' ability to consummate the transactions contemplated hereby. Except as set forth on Schedule 5.10, as of the date hereof, (i) neither Republic nor any Republic Subsidiary is subject to any material order, consent decree, settlement or similar agreement with any Governmental Authority which would have a material adverse effect on the business, results of operations or financial condition of Republic or any Republic Subsidiary or prohibit or otherwise adversely affect Republic's or the Republic Subsidiaries' ability to consummate the transactions contemplated hereby and (ii) since June 30, 1996 there has been no judgment, injunction, decree, order or other determination of an arbitrator or Governmental Authority applicable to Republic or any Republic Subsidiary which would have a material adverse effect on the business, results of operations or financial condition of Republic or any Republic Subsidiary or prohibit or otherwise adversely affect Republic's or the Republic Subsidiaries' ability to consummate the transactions contemplated hereby.
Litigation and Claims; Compliance with Laws. (a) Schedule 4.10(a) sets forth all Litigation against ADMI, Slingshot and PSI as of the date hereof that arose on or after March 16, 1999 (or July 12, 1999, in the case of Litigation relating to PSI), and, to the knowledge of ADMI, prior to March 16, 1999 (or July 12, 1999, in the case of Litigation relating to PSI) and all Litigation with respect to the Business including the name of the claimant, the date of the alleged act or omission, a detailed narrative as to the nature of the alleged act or omission, the date the matter was referred to an insurance carrier (if referred) of ADMI, Slingshot or PSI, as the case may be, the estimated amount of exposure, the amount ADMI, Slingshot or PSI has reserved, or the amount of ADMI's, Slingshot's or PSI's claim and estimated expenses of ADMI, Slingshot or PSI in connection with such matters. Except as set forth in Schedule 4.10(a), there is no Litigation that arose on or after March 16, 1999 (or July 12, 1999, in the case of Litigation relating to PSI), or, to the knowledge of ADMI, that arose prior to March 16, 1999 (or July 12, 1999, in the case of Litigation relating to PSI) that is not fully covered by the insurance policies referenced in Section 4.12. Since March 16, 1999 (or July 12, 1999, in the case of PSI), and, to the knowledge of ADMI, prior to March 16, 1999 (or July 12, 1999, in the case of Litigation relating to PSI), and except as set forth on Schedule 4.10(a), (i) Slingshot, ADMI, PSI and the Assets have not been subject to any order, consent decree, settlement or similar agreement with any Governmental Authority (ii) there has not been any judgment, injunction, decree, order or other determination of an arbitrator or Governmental Authority specifically applicable Slingshot, ADMI, PSI or the Assets (iii) no Litigation is pending relating to alleged unlawful discrimination or sexual harassment and (iv) no Litigation has arisen that seeks to prevent consummation of the transactions contemplated hereby or that seeks material damages in connection with the transactions contemplated hereby.
(b) Except as set forth in Schedule 4.10(b), to the knowledge of ADMI, prior to March 16, 1999 (or July 12, 1999, in the case of PSI), Slingshot, PSI and ADMI were in compliance with all Laws applicable to them and the Business except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.10(b), since March 16, 1999 (or July 12, 19...
Litigation and Claims; Compliance with Laws. The Company is not subject to any judgment, injunction, order or arbitration decision and there is no Litigation pending or to the Knowledge of the Company or the Sellers threatened against the Company. There is no Litigation which would affect Sellers' ability to perform their obligations hereunder. The Company has complied and is in compliance with all Laws applicable to the Company and its business except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.18, the Company holds all material licenses, permits and other authorizations of Governmental Authorities necessary to conduct its business as now being conducted or, under currently applicable Laws, to continue to conduct its business as now being conducted, including current notice of business activities reports with the appropriate Governmental Authorities of the States of Indiana, Minnesota or New Jersey, as applicable. Such licenses, permits and other authorizations as aforesaid held by the Company are valid and in full force and effect, and there are no (a) Actions pending, or to the Knowledge of the Sellers, threatened or (b) to the Knowledge of the Sellers, Investigations pending or threatened that could reasonably be expected to result in the termination, impairment or nonrenewal thereof.
Litigation and Claims; Compliance with Laws. (a) Except as set forth in Schedule 4.7(a), there is no litigation or proceeding, at law or in equity, and there are no proceedings or governmental investigations before any commission or other administrative authority pending or, to the best of NxOpinion’s knowledge (provided, however, that such knowledge limitation shall not be applicable to any matters related to or arising out of the transactions contemplated by this Agreement), either threatened in writing or threatened orally to any manager or officer of NxOpinion, against NxOpinion nor, to the best of NxOpinion’s knowledge, is there any basis therefor.
(b) NxOpinion is not a party to any decree, order or arbitration award (or agreement entered into in any administrative, judicial or arbitration proceeding with any governmental authority) with respect to its properties, assets, personnel or business activities.
(c) NxOpinion is not in any material respect in violation of, or delinquent with respect to, any decree, order or arbitration award naming NxOpinion as a party or otherwise applicable to NxOpinion or any law, statute or regulation of, or agreement with, or any license or permit from, any federal, state or local governmental authority to which its properties, assets, personnel or business activities are subject or to which NxOpinion itself is subject, including, without limitation, laws, rules and regulations relating to occupational health and safety, equal employment opportunities, fair employment practices, and sex, race, religious and age discrimination.
Litigation and Claims; Compliance with Laws. (a) Except for litigation or proceedings relating to the environment (which are exclusively provided for in Section 5.12 below) and as set forth in Schedule 5.11(a), there is no litigation or proceeding, at law or in equity, and there are no proceedings or governmental investigations before any commission or other administrative authority pending or, to the best of ASIT’s knowledge (provided, however, that such knowledge limitation shall not be applicable to any matters related to or arising out of the transactions contemplated by this Agreement), either threatened in writing or threatened orally to any officer of XXXX, against XXXX nor, to the best of ASIT’s knowledge, is there any basis therefor.
(b) XXXX is not a party to any decree, order or arbitration award (or agreement entered into in any administrative, judicial or arbitration proceeding with any governmental authority) with respect to its properties, assets, personnel or business activities.
(c) Except for laws, rules and regulations relating to the environment (which are exclusively provided for in Section 5.12 below), XXXX is not in any material respect in violation of, or delinquent with respect to, any decree, order or arbitration award naming XXXX as a party or otherwise applicable to XXXX or any law, statute or regulation of, or agreement with, or any license or permit from, any federal, state or local governmental authority to which its properties, assets, personnel or business activities are subject or to which XXXX itself is subject, including, without limitation, laws, rules and regulations relating to occupational health and safety, equal employment opportunities, fair employment practices, and sex, race, religious and age discrimination.
Litigation and Claims; Compliance with Laws. (a) Schedule 3.7(a) sets forth all Litigation pending or, to the knowledge of the Seller, threatened with respect to Business, including a reasonably detailed description thereof. Except as indicated on Schedule 3.7(a), there is no Litigation pending or, to the Seller's knowledge, threatened in writing by any customers, potential customers, employees, prospective employees or others against the Company or its Affiliates relating to alleged unlawful discrimination or sexual harassment by the Company nor, to the knowledge of the Seller, is any Governmental Authority is investigating any such allegation that, individually or in the aggregate, could reasonably be expected to be material. There is no unsatisfied judgment or any injunction, decree, order or other determination of an arbitrator or Governmental Authority issued against, or to the knowledge of the Seller, binding upon the Company or any of its properties or assets. There is no Litigation pending or, to the knowledge of the Seller, threatened against the Seller or the Company or any of its Affiliates, which seeks to prevent consummation of the transactions contemplated hereby or which seeks damages in connection with the transactions contemplated hereby, and no temporary restraining order, preliminary or permanent injunction or other order or decree which prevents the consummation of the transactions contemplated hereby has been issued against the Seller or the Company or any of its Affiliates and remains in effect.
(i) Except as set forth on Schedule 3.7(b)(i), the Company and the Seller (with respect to the Business) and, to their knowledge, their respective employees and agents acting in their capacity as such on behalf of the Business, are in compliance in all material respects with all Organizational Documents and Laws which affect the Business, including (A) holding all Permits (except for Permits the loss of which due to the sale of the Shares cannot be cured by a routine re-filing for such Permit with the applicable Governmental Authority without any material cost) necessary for the conduct of the Business, and complying in all material respects with each such Permit (other than action required in connection with the execution, delivery or performance by the Seller of this Agreement or the consummation of the transactions contemplated hereby) and (B) being in compliance in all material respects with all Laws having the purpose of prohibiting unlawful discrimination against customers or poten...
Litigation and Claims; Compliance with Laws. There is no Action pending against Seller or any of its Affiliates or, to Seller’s Knowledge, threatened against Seller or its Affiliates that would have or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Seller’s ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or to consummate the transactions contemplated hereby or thereby, nor is there any Action relating to the Purchased Interest pending or, to Seller’s Knowledge, threatened against Seller or any of its Affiliates. Seller has at all times held the Purchased Interest in compliance with all applicable Laws.
Litigation and Claims; Compliance with Laws. (a) Schedule 3.21(a) sets forth all Company Litigation as of the date hereof, including the name of the claimant, the date of the alleged act or omission, a detailed narrative as to the nature of the alleged act or omission, the date the matter was referred to an insurance carrier of the Company (if referred), the estimated amount of exposure, the amount the Company has reserved, or the amount of the Company's claim and estimated expenses of the Company in connection with such matters. Neither the Company, nor the Company's assets or properties, are
