Litigation and Default. (i) There is no material legal proceeding pending against the Manager, any of the Manager's respective property, or, to the Manager's Knowledge, any executive officer or director of the Manager (in their capacity as such), except as set forth on Schedule 3.02(d); (ii) to the Knowledge of the Manager, no material legal proceeding has been threatened against the Manager, any of the Manager's respective property, or any executive officer or director of the Manager (in their capacity as such) nor, to the Knowledge of the Manager, is there any claim or grounds for any claim that might result in any such legal proceeding; (iii) the Manager is not in material breach of any provisions of any Legal Requirement; (iv) to the Knowledge of the Manager, no event has occurred that, with due notice or lapse of time or both, would constitute a material breach of any Legal Requirement on the part of the Manager; and (v) to the Knowledge of the Manager, there is no investigation of a Governmental Authority pending or threatened against the Manager, other than as have not had and would not reasonably be expected to have a Material Adverse Effect with respect to the Manager. There are no outstanding, pending or, to the Knowledge of the Manager, threatened orders, writs, judgments, decrees, injunctions or settlements against the Manager that: (x) prohibit or restrict the consummation of the Transactions; or (y) have, or would reasonably be expected to have, a Material Adverse Effect with respect to the Manager.
Litigation and Default. (i) The Contributor has not been served with notice of any material legal proceeding against the Contributor related to the Business or the Manager; and (ii) to the Knowledge of the Contributor, no material legal proceeding has been threatened against the Contributor related to the Business or the Manager, nor, to the Knowledge of the Contributor, is there any claim or grounds for any claim that might result in any legal proceeding against the Contributor related to the Business or the Manager.
Litigation and Default. Developer is not involved in any legal proceeding which would prevent or materially impair the ability of Developer to perform its duties and obligations under this Agreement or any of the Related Agreements and no event has occurred which, with due notice or lapse of time or both, could constitute a material breach of any Law which could prevent or materially impair the ability of Developer to perform its duties and obligations under this Agreement or any of the Related Agreements. Developer and all Persons having an interest in Developer are not, nor have they ever been, the subject of a criminal investigation involving a felony.
Litigation and Default. The Redeveloper is not involved in any legal proceeding, which would prevent or materially impair the ability of the Redeveloper to perform its duties and obligations under this Agreement or any of the Related Agreements and no event has occurred which, with due notice or lapse of time or both, could constitute a material breach of any Legal Requirement which could prevent or materially impair the ability of the Redeveloper to perform its duties and obligations under this Agreement or any of the Related Agreements (provided that the same may be qualified to the extent the Redeveloper, after the date hereof, becomes aware of facts or circumstances which cause any of the same to be or become untrue or incorrect, all of which qualifications shall be subject to the reasonable approval of the Finance Director (after consultation with counsel) as a condition to any Closing) and except that any matter described on Exhibit Z shall be excepted from this representation. The Redeveloper and all Persons having a controlling ownership interest in Redeveloper are not, nor have ever been, the subject of a criminal investigation involving a felony.
Litigation and Default. To the best knowledge of the Agency after diligent inquiry, the Agency is not involved in any legal proceeding, which would prevent or materially impair the ability of the Agency to perform its duties and obligations under this Agreement or any of the Related Agreements and no event has occurred which, with due notice or lapse of time or both, could constitute a material breach of any Legal Requirement which could prevent or materially impair the ability of the Agency to perform its duties and obligations under this Agreement or any of the Related Agreements. Notwithstanding the foregoing, the Agency makes no representation or warranty with respect to the matters described on Exhibit Z, and the Parties agree that such matters are excluded from the operation of this Section 24.3.
Litigation and Default. To the best knowledge of the City after diligent inquiry, as of the date hereof the City is not involved in any legal proceeding, which would prevent or materially impair the ability of the City to perform its duties and obligations under this Agreement or any of the Related Agreements and no event has occurred which, with due notice or lapse of time or both, could constitute a material breach of any Legal Requirement which could prevent or materially impair the ability of the City to perform its duties and obligations under this Agreement or any of the Related Agreements. Notwithstanding the foregoing, the City makes no representation or warranty with respect to the matters described on Exhibit Z, and the Parties agree that such matters are excluded from the operation of this Section 23.3.
Litigation and Default. To the best knowledge of the Town after diligent inquiry, the Town is not involved in any legal proceeding, which would involve, affect or could affect the Project, or prevent or materially impair the ability of the Town to perform its duties and obligations under this Agreement or any of the Related Agreements and no event has occurred which, with due notice or lapse of time or both, could constitute a material breach of any Law which could prevent or materially impair the ability of the Town to perform its duties and obligations under this Agreement.
Litigation and Default. (i) AH LLC has not been served with notice of any legal proceeding with respect to the Properties, except as set forth on Exhibit B, (ii) to AH LLC’s Knowledge, no legal proceeding has been threatened against AH LLC or against or with respect to any of the Properties, including, without limitation, any actual or threatened legal proceedings challenging the foreclosure process or otherwise pertaining to any lender liability, nor, to AH LLC’s Knowledge, is there any claim or grounds for any claim that might result in any legal proceeding, (iii) neither AH LLC nor any of the Properties is in material breach of any provisions of any Legal Requirement and (iv) to AH LLC’s Knowledge, no event has occurred that, with due notice or lapse of time or both, would constitute a material breach of any Legal Requirement on the part of AH LLC or any of the Properties, except for in each of (i), (ii), (iii) and (iv) a proceeding, breach or event that would not reasonably be expected to result in a Material Adverse Effect. For purposes of this Agreement, a “Material Adverse Effect” means any circumstance, event, change or effect that, individually or in the aggregate: (A) is material and adverse to the condition (financial or otherwise), results of operations, business, assets or liabilities of AH LLC (on a collective basis), it being agreed that any financial adverse effect in excess of $15 million shall be a Material Adverse Effect or (B) would materially impair the ability of AH LLC to perform its duties and obligations under this Agreement, provided, however, that Material Adverse Effect shall not be deemed to include the impact of (1) changes or conditions (including, without limitation, changes in economic, financial market, credit market, regulatory or political conditions) affecting the United States or state economies, or the ownership and operation of residential properties, and which do not have a materially disproportionate impact on AH LLC, as compared to similarly situated owners and operators of residential properties, or (2) actions or omissions of AH LLC taken with the express prior written consent of the Company in contemplation of the transactions contemplated hereby.
Litigation and Default. Except as set forth on Schedule 3.01(d), (i) there is no legal proceeding pending against REIT Manager; (ii) to the REIT Manager's Knowledge, no material legal proceeding has been threatened in writing nor orally against REIT Manager; (iii) REIT Manager is not in breach of any provisions of any Legal Requirement; (iv) to the REIT Manager's Knowledge, no event has occurred that, with due notice or lapse of time or both, would constitute a breach of any Legal Requirement on the part of REIT Manager; and (v) to the REIT Manager's Knowledge, there is no investigation of a Governmental Authority pending or threatened against REIT Manager, other than as have not had and/or would not reasonably be expected to have a Material Adverse Effect. There are no outstanding, pending or, to the REIT Manager's Knowledge, threatened orders, writs, judgments, decrees, injunctions or settlements against REIT Manager that: (x) prohibit or restrict the consummation of the Transactions; or (y) have, or would reasonably be expected to have, a Material Adverse Effect with respect to REIT Manager.
Litigation and Default. (See * Below) There are no legal proceedings pending against or, to the knowledge of either Seller, threatened against either Seller which, if adversely determined, could prevent or impair the ability of either Seller to perform this Agreement or that might adversely affect the use or operation of the Centers or the value thereof. No Seller has received any notice alleging it to be, or that with due notice or lapse of time or both it will be, in breach or default of any Legal Requirement which could adversely affect the Centers or the ability of Seller to perform this Agreement. *Except for the complaint filed by Melbourne-Xxxxx, LLC in Civil File 97CVS03212, Wake County Clerk of Superior Court,
