Litigation and Disputes. Except as set forth on Schedule 3.09, there are no material claims, actions, suits or proceedings pending or, to the knowledge of Seller, threatened (or, to the knowledge of Seller, any governmental or regulatory investigation pending or threatened) against the Company or any Assets, properties or rights of the Company, before any court, arbitrator or administrative, governmental or regulatory authority or body, domestic or foreign. None of the Company or any of its Assets, properties or rights is subject to any outstanding injunction, order, decree, ruling or charge.
Litigation and Disputes. 23.1 Except for actions to recover any debt incurred in the ordinary course of the business owed to the Company where each individual debt and its costs outstanding amounts to less than (pound)1,000:
(a) The Company is not nor is any person for whose acts the Company may be liable engaged in any litigation, arbitration, administrative or criminal proceedings, whether as plaintiff, defendant or otherwise;
(b) no litigation, arbitration, administrative or criminal proceedings by or against the Company or any person for whose acts the Company may be liable are threatened or expected and, as far as the Shareholders are aware, none are pending; and
(c) there are no facts or circumstances likely to give rise to any litigation, arbitration, administrative or criminal proceedings against the Company or any person for whose acts the Company may be liable.
23.2 The Company is not subject to any order or judgement given by any court or governmental or other authority, department, board, body or agency or has not been a party to any undertaking or assurance given to any court or governmental or other authority, department, board, body or agency which is still in force, nor are there any facts or circumstances likely to give rise to the Company becoming subject to such an order or judgement or to be a party to any such undertaking or assurance.
Litigation and Disputes. Parties shall try to settle out of court all litigation and disputes deriving from the interpretation of this agreement. In case of persistent disagreement settlement shall fall within the sole competence of the Paris (France) Court.
Litigation and Disputes. 12.1 The Group Companies are not and, so far as the Seller is aware, no person for whose acts a Group Company may be liable is, engaged in any material litigation, arbitration, administrative or criminal proceedings, whether as claimant, defendant or otherwise.
12.2 No litigation, arbitration, administrative, investigative or criminal proceedings by or against any Group Company or, so far as the Seller is aware, against any person for whose acts any Group Company may be liable, are threatened or expected or pending, and no order or judgment in relation to such matters is outstanding.
12.3 So far as the Seller is aware, there are no facts or circumstances reasonably likely to give rise to any litigation, arbitration, administrative or criminal proceedings against any of the Group Companies.
Litigation and Disputes. 6.13.1 As of the Signing Date and the Closing Date, no Group Company is involved in any pending material suit, administrative proceeding, arbitration or other legal proceeding or investigation, and, as of the Signing Date no such material suit, administrative proceeding, arbitration or other legal proceeding or investigation is, to the Seller’s Knowledge, threatened against any Group Company.
6.13.2 There are no Orders of any Applicable Authority against any Group Company and, to the Seller’s Knowledge, no event has occurred and no circumstance currently exists in the Group Companies that is reasonably likely to serve as a valid basis for any Proceeding against any of the Group companies.
Litigation and Disputes. The Company hereby represents and warrant to the Investors that:
16.1. Except as Disclosed in the Data Room, neither the BDI Group nor any person for whose acts or defaults the BDI Group may be vicariously liable have been involved in any legal or administrative or arbitration proceedings (whether as claimant or defendant or otherwise) and no such proceedings are pending or, to the Company’s knowledge, threatened, and, to the Company’s knowledge, there are no facts, matters or circumstances which are likely to give rise to any such proceedings. There is no unfulfilled or unsatisfied judgment or court order outstanding against any member of the BDI Group.
16.2. No governmental or official investigation or inquiry concerning the BDI Group or their Business or any of its directors, officers or employees is in progress or pending or, to the Company’s knowledge, threatened, and to the Company’s knowledge, there are no facts, matters or circumstances that are likely to give rise to any such investigation or inquiry.
16.3. Except as expressly set forth in Schedule 16.3, there is no dispute with any government or any agency or body acting on behalf of such government or any other body or authority in Spain or elsewhere in relation to the Business of the BDI Group and, to the Company’s knowledge, there are no facts, matters or circumstances that are likely to give rise to any such dispute.
16.4. The BDI Group is not party to any undertaking or assurance given to any court or government or governmental agency or regulatory body which is still in force except for those set forth in Schedule 16.4.
16.5. The BDI Group and its respective officers, agents and employees and any other person acting on behalf of the BDI Group (during the course of their duties in relation to the BDI Group) have conducted and are conducting its Business in all material respects in accordance with Spanish law or the law of any jurisdictions in which it carries on the Business. The BDI Group has not received any notice of any violation of any Applicable Laws and, to the Company’s knowledge, there are no investigations or inquiries in existence or pending in respect of the BDI Group or its Business and the Company has no knowledge of any fact or matter which could lead to such investigations or enquiries in any jurisdictions in which it carries on the Business.
16.6. The BDI Group are not in breach of any order, decree or judgment of any court or any governmental or regulatory authority.
Litigation and Disputes. (a) Except as set forth in Section 4.18 of the Disclosure Schedule, there are no (i) Actions pending or, to the Knowledge of the Company or Timken, threatened against the Company or its Subsidiaries or, with respect to the transactions contemplated by this Agreement and the Related Agreements, Timken, nor, to the Knowledge of the Company or Timken, is there any reasonable basis therefor, including any Actions that challenge, or question the validity of, this Agreement, any Related Agreement or any action taken or to be taken by Timken or the Company in connection with, or which seeks to enjoin or obtain monetary damages in respect of, the consummation of the transactions contemplated hereby or thereby, or (ii) Orders against the Company or its Subsidiaries or involving any of its properties or assets or, to the Knowledge of the Company or Timken, against any stockholder, director or officer of the Company or its Subsidiaries in its capacity as such. Neither the Company or its Subsidiaries nor, to the Knowledge of the Company or Timken, any of the stockholders, officers or directors (in their capacities as such) of the Company or its Subsidiaries, is in default under or with respect to any Order described above.
(b) Section 4.18 of the Disclosure Schedule sets forth all Actions filed with a state or federal court or arbitrator that (i) to the Knowledge of the Company or Timken, involved the Company or its Subsidiaries within the past five (5) years and (ii) are no longer pending (the “Prior Actions”). All of the Prior Actions have been concluded in their entirety and the Company and its Subsidiaries do not or will not have any Liabilities with respect to the Prior Actions. The Company and its Subsidiaries have provided Buyer with all material written communications relating to the Prior Actions between the Company and its Subsidiaries and a Governmental Authority and any Orders related thereto.
Litigation and Disputes. 7 3.3. No Adverse Changes....................................................................................8 3.4. Recurrence of Prior Claims............................................................................8 ARTICLE IV
Litigation and Disputes. 25.1 The Company is not engaged (whether as a claimant or defendant or otherwise) in any litigation, arbitration or criminal proceedings before any court, tribunal, statutory or governmental body and no such litigation, arbitration or criminal proceedings are pending or threatened by or against the Company and there are no facts or circumstances known to the Vendor which are likely to give rise to any litigation, arbitration or criminal proceedings.
25.2 There is no judgment, decree, injunction, undertaking, ruling, order or award, binding obligation of any court, tribunal or statutory or governmental body which is unsatisfied or remains in force against the Company.
25.3 There is no judgment, decree, injunction, undertaking, ruling, order or award, binding obligation of any court, tribunal or statutory or governmental body restricting or restraining the Company from carrying on its business or any material part thereof.
25.4 The Company has not manufactured or sold any products which have been, are or will become faulty or defective or which may give rise to a product liability claim, or which do not comply with any warranties given, or representations made, by the Company expressly or impliedly (whether by statute or otherwise).
25.5 The Company has not received any written notice of any claim or action from any customer which remains outstanding alleging any defect in or lack of fitness for purpose of any goods supplied by the Company, nor, are there any circumstances which would reasonably be likely to give rise to any such claim.
25.6 The Company has not received any written notice of any claim or action, nor is there currently a notice of any claim or action which remains outstanding alleging the failure to perform, either properly or at all, any services performed or to be performed by the Company nor, are there any circumstances which would reasonably be likely to give rise to any such claims.
25.7 The Company has not at any time agreed to take back any defective goods or to effect repairs to any goods free of charge or otherwise or to issue a credit note or to write off or reduce Indebtedness in respect of any goods or services supplied by the Company.
Litigation and Disputes. 55 27. Ownership and condition of assets .................................... 56 28. Charges and encumbrances over assets ................................. 56 29.
