Litigation and Governmental Proceedings. To the extent the Parent or PREIT is aware of the same, prompt notice of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating adversely to, or adversely affecting, the Parent, any other Borrower, any other Loan Party or any other Subsidiary or any of their respective properties, assets or businesses which, if determined or resolved adversely to such Person, could reasonably be expected to have a Material Adverse Effect, and prompt notice of the receipt of notice that any United States income tax returns of the Parent, any other Borrower or any of the other Subsidiaries are being audited.
Litigation and Governmental Proceedings. Any Claim made with respect to any inaccuracy in the representations and warranties contained in Sections 4.7 or 5.8 of the PSA, other than the Accountant Claim, and in each case with respect to which no claims may be asserted hereunder after the later of (i) fifteen (15) months following the Closing Date, or (ii) the third (3rd) anniversary of the Closing Date if a final and binding determination in a Pre-Closing Investigation occurs after the fifteen (15) month period contained in the foregoing item (a), where the term "Pre-Closing Investigation" means any formal or informal governmental investigation or proceeding of which the Sellers had Knowledge prior to the Closing.
Litigation and Governmental Proceedings. Except as disclosed in the Prospectus, there is no action, suit or proceeding before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to the knowledge of BOFL, threatened against BOFL or any Subsidiary that is required to be disclosed in the Prospectus, that could reasonably be expected to have a Material Adverse Effect, or that could reasonably be likely to have a material adverse effect upon the consummation of the transactions contemplated in this Agreement. No pending legal or governmental proceedings to which BOFL or any Subsidiary is a party that are not described in the Prospectus, including ordinary routine litigation incidental to its businesses, if decided adversely, is reasonably likely to have a Material Adverse Effect.
Litigation and Governmental Proceedings. There is no litigation or governmental or administrative proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company or any officer, director or employee, nor has there occurred any event, nor does there exist any condition on the basis of which any such claim may be asserted against the Company, except for litigation, proceedings, investigations, events and claims which would not, individually or in the aggregate, have a Material Adverse Effect on the Company, TH or PCLN SUB.
Litigation and Governmental Proceedings. There is no litigation or governmental proceeding pending or, to the best knowledge of the Company, threatened against, or involving the properties or business of the Company, Clarkston State Bank or Huron Valley State Bank or any of their respective officers, directors, agents, or employees, that may materially and adversely affect any of them or their prospects or the Offering.
Litigation and Governmental Proceedings. To the Company’s knowledge, there is no action, suit, or investigation in progress or pending before any court or governmental agency against the Company nor is there any basis for any such claim, suit or other proceeding. To its knowledge, the Company is in compliance in all material respects with all statutes, laws, rules and regulations of any governmental entity with respect to or affecting its assets and the business.
Litigation and Governmental Proceedings. Except as otherwise expressly disclosed in Schedule 3.14, MVB: (i) is not engaged in, or, to the best of MVB's knowledge, threatened with, any legal action or other proceeding before any court or administrative agency which might be material to its business or in which the amount claimed against it is $25,000 or more; (ii) is not in material default of any of its duties or obligations under, or with respect to, any judgment, order, writ, injunction or decree of any court or governmental department, commission, board, bureau, agency or other instrumentality having jurisdiction over MVB or its business; (iii) has not been served with written notice of and is not, to the best knowledge of MVB, under investigation with respect to, any material violation of any provision of federal, state or local laws, rules, or regulations; and (iv) is not subject to any order, letter agreement or written direction of any governmental agency with respect to its financial or operating ratios, or with respect to any other standards or tests imposed by state and federal laws and regulations, including, without limitation, those relating to net worth, liquidity and the maintenance of reserves, nor, to the best of MVB's knowledge, has any such order, letter agreement or written direction been proposed to MVB. Schedule 3.14 contains a list identifying any claims pending on behalf of MVB against the Small Business Administration (the "SBA"), any other governmental agencies, or any third parties for reimbursement for loan defaults, indicating the date of the claim, the name of the borrower, and the amount of the claim.
Litigation and Governmental Proceedings. Except as otherwise expressly disclosed in SCHEDULE 4.10, neither WSB nor the WSB Subsidiaries: (i) are engaged in, or, to the best of WSB's knowledge, threatened with, any legal action or other proceeding before any court or administrative agency which might be material to its business or in which the amount claimed against it is $100,000 or more; (ii) are in material default of any of its duties or obligations under, or with respect to, any judgment, order, writ, injunction or decree of any court or governmental department, commission, board, bureau, agency or other instrumentality having jurisdiction over WSB or its business; (iii) have been served with written notice of and is not, to the best knowledge of WSB, under investigation with respect to, any material violation of any provision of federal, state or local laws, rules, or regulations; or (iv) are subject to any order, letter agreement or written direction of any governmental agency with respect to its financial or operating ratios, or with respect to any other standards or tests imposed by state and federal laws and regulations, including, without limitation, those relating to net worth, liquidity and the maintenance of reserves, nor, to the best of WSB's knowledge, has any such order, letter agreement or written direction been proposed to WSB or any of the WSB Subsidiaries. SCHEDULE 4.10 contains a list identifying any claims pending on behalf of WSB or any of the WSB Subsidiaries against the Small Business Administration (the "SBA"), any other governmental agencies, or any third parties for reimbursement for loan defaults, indicating the date of the claim, the name of the borrower, and the amount of the claim.
Litigation and Governmental Proceedings. Except as otherwise ------------------------------------------ expressly disclosed in Schedule 3.13, Palomar and Service Corporation are not ------------- engaged in, or to the best of their knowledge threatened with, any legal action or other proceeding before any court or administrative agency which might be material to their business or in which the amount claimed against them is $100,000 or more; except as set forth in Schedule 3.13, to the best of Palomar's ------------- knowledge, Palomar and Service Corporation are not in default of any of their duties or obligations under, or with respect to, any judgment, order, writ, injunction, decree, rule or regulation of any court or governmental department, commission, board, bureau, agency or other instrumentality having jurisdiction over Palomar or Service Corporation or their business; except as disclosed in Schedule 3.13, Palomar and Service Corporation have not been served with notice -------------- of, or, to the best of Palomar's knowledge, are not under investigation with respect to, any possible violation of any provision of federal, state or local laws or administrative regulations; and except as set forth in Schedule 3.13, ------------- Palomar and Service Corporation are not subject to any order, letter agreement or written direction of any governmental agency with respect to their financial or operating ratios, or with respect to any other standards or tests imposed by state and federal laws and regulations, including, without limitation, those relating to net worth, liquidity and the maintenance of reserves, nor has any such order, letter agreement or written direction been proposed to Palomar or Service Corporation. Schedule 3.13 contains a list identifying any claims -------------- pending on behalf of Palomar or Service Corporation against any governmental agencies, or any third parties for reimbursement for loan defaults, indicating the date of the claim, the name of the borrower, and the amount of the claim.
Litigation and Governmental Proceedings. Except as otherwise ------------------------------------------ expressly disclosed in Schedule 4.13, Community West and GNB are not engaged in, ------------- or to the best of Community West's knowledge threatened with, any legal action or other proceeding before any court or administrative agency which might be material to its or their business or in which the amount claimed against them is $100,000 or more; except as set forth in Schedule 4.13 hereto, to the best of ------------- Community West's knowledge, Community West and GNB are not in default of any of their duties or obligations under, or with respect to, any judgment, order, writ, injunction, decree, rule or regulation of any court or governmental department, commission, board, bureau, agency or other instrumentality having jurisdiction over Community West or GNB or their businesses; except as disclosed in Exhibit 4.13 hereto, Community West and GNB have not been served with notice ------------ of, or, to the best of Community West's knowledge, are not under investigation with respect to, any possible violation of any provision of federal, state or local laws or administrative regulations; and except as set forth in Schedule -------- 4.13, Community West and GNB are not subject to any order, letter agreement or ---- written direction of any governmental agency with respect to its financial or operating ratios, or with respect to any other standards or tests imposed by state and federal laws and regulations, including, without limitation, those relating to net worth, liquidity and the maintenance of reserves, nor has any such order, letter agreement or written direction been proposed to Community West or GNB. Schedule 4.13 contains a list identifying any claims pending on -------------- behalf of GNB against the SBA, any other governmental agencies, or any third parties for reimbursement for loan defaults, indicating the date of the claim, the name of the borrower, and the amount of the claim.
