Litigation and Insolvency. Except for matters affecting the radio broadcasting industry generally, no litigation, action, suit, judgment, proceeding, complaint or investigation shall be pending or outstanding before any forum, court or governmental body, department or agency of any kind which has the stated purpose or the probable effect of enjoining or preventing the consummation of this Agreement or the transaction contemplated hereby or to recover damages by reason thereof, or which questions the validity of any action taken or to be taken pursuant to or in connection with this Agreement. No insolvency proceedings of any character including, without limitation, reorganization, receivership, composition or arrangement with creditors, voluntary or involuntary, affecting Buyer or any of its assets or properties shall be pending, and Buyer shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such insolvency proceedings.
Litigation and Insolvency. Except for matters affecting the radio broadcasting industry generally, no litigation, action, suit, judgment, proceeding, complaint or investigation shall be pending or outstanding before any forum, court, or governmental body, department or agency of any kind, relating to the operation of Station KEYH or which has the stated purpose or the probable effect of enjoining or preventing the consummation of this Agreement, or the transaction contemplated hereby or to recover damages by reason thereof, or which questions the validity of any action taken or to be taken pursuant to or in connection with this Agreement; provided that if there is pending any litigation relating to Station -------- KEYH that could not reasonably be expected to or would not reasonably be expected to adversely affect the operation of Station KEYH in accordance with Seller's past operations or that could not reasonably be expected to or would not reasonably be expected to prevent a consummation of the transactions contemplated hereby, then the existence of such litigation shall not be considered as the failure of a condition to Buyer's obligation to close if its lenders agree to fund the loans that enable the consummation of the transactions contemplated hereby despite the existence of such litigation (and LBI Holdings, Buyer and Seller shall cooperate to seek to convince such lenders (but shall not be obligated to mislead such lenders in any way) to fund such loans despite the existence of such litigation). No insolvency proceedings of any character including, without limitation, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Seller, Artlite or any of their respective assets or properties (other than the stock of its subsidiaries (other than any subsidiary that is a Seller hereunder)), shall be pending, and neither Seller nor Artlite shall have taken any action in contemplation of, or which would constitute the basis for, the institution of any such insolvency proceedings.
Litigation and Insolvency. 11.1 Subject to Clause 15 herein, none of the Vsource Companies has been notified of any civil, criminal or arbitration proceedings pending or threatened against it.
11.2 None of the Vsource Companies has been notified of any investigation or inquiry into it by any government department or agency, governmental, public or regulatory authority.
11.3 None of the Vsource Companies has:
11.3.1 engaged in any material litigation or arbitration proceedings;
11.3.2 given any undertaking to any court or to any third party arising out of any legal proceedings;
11.3.3 stopped or suspended payment of its debts, become unable or is deemed unable to pay its debts under section 218(2) of the Act or of similar laws thereto in Japan or Taiwan;
Litigation and Insolvency. Except for matters affecting the television broadcasting industry generally, no litigation, action, suit, judgment, proceeding, complaint or investigation shall be pending or outstanding before any forum, court, or governmental body, department or agency of any kind, relating to the Purchased Assets or the operation of the Station or which has the stated purpose or the probable effect of enjoining or preventing the consummation of this Agreement, or the transaction contemplated hereby or to recover damages by reason thereof, or which questions the validity of any action taken or to be taken pursuant to or in connection with this Agreement. No insolvency proceedings of any character including, without limitation, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Seller or any of its assets or properties, shall be pending, and Seller shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such insolvency proceedings.
Litigation and Insolvency. Except for matters affecting the radio-broadcasting industry generally, no litigation, action, suit, judgment, proceeding, complaint or investigation shall be pending or outstanding before any forum, court, or governmental body, department or agency of any kind, relating to the Purchased Assets or the ownership or operation of the Station or which has the stated purpose or the probable effect of enjoining or preventing the consummation of this Agreement, or the transaction contemplated hereby or to recover damages by reason thereof, or which questions the validity of any action taken or to be taken pursuant to or in connection with this Agreement. No insolvency proceedings of any character including, without limitation, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Seller or any of its assets or properties, shall be pending, and Seller shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such insolvency proceedings.
Litigation and Insolvency. 7.1 There is no outstanding judgment, order, decree, arbitral award or decision of any court, tribunal, arbitrator or governmental agency against the Seller or any person for whose acts the Seller is or may be vicariously liable in connection with any of the Assets.
7.2 Neither the Seller nor any officer or employee of the Seller is a party to any subsisting undertaking given to any court or third party arising out of any litigation, arbitration, prosecution or other legal proceedings or in any proceedings or hearings before any statutory or Governmental body, department, board or agency, relating to any of the Assets.
7.3 No action has been taken or is proposed to be taken against any of the Assets in consequence wholly or partly of indebtedness owing by the Seller and no attachment, sequestration, distress, execution or other process has been levied or threatened in respect of any of the Assets.
Litigation and Insolvency. 4.1 Except for the Disclosed Matters, the Group is not engaged, either on its own account or vicariously, in any claim, demand, litigation, arbitration or tribunal proceedings or any governmental investigations that, alone or in aggregate, may have a material adverse effect on the Group’s business operation or financial condition or the Proposed Transaction. In addition, except for the Disclosed Matters, no such claim, demand, litigation, arbitration or tribunal proceedings or governmental enquiries or investigations are pending or threatened by (other than claim, demand, litigation, arbitration or tribunal proceedings relating to debt collection or tort recourse brought against any third party arising out of the ordinary course of business) or against any Group Member, nor does the Issuer know any such claim, demand, litigation, arbitration or tribunal proceedings or governmental enquiries or investigations which may result in a material adverse effect.
4.2 Except for the Disclosed Matters, (i) no order has been made, petition presented or resolution passed for the purpose of, nor has any meeting been held for the purpose of considering a resolution for, the winding up, dissolution or liquidation of any Group Member or the establishment of a liquidation group within three (3) years preceding the Date of this Agreement; (ii) no administrator or receiver has been appointed for any Group Member, nor has any step been taken for the appointment of any administrator or receiver; (iii) to the Knowledge of the Issuer, there are no proceedings against any Group Member under any applicable insolvency or restructuring Law, nor any circumstances that would provide a reasonable basis for instituting such proceedings under any applicable Law; and (iv) no Group Member has gone bankrupt.
Litigation and Insolvency. 11.1 Subject to Clause 15 herein, none of the Vsource Companies has been notified of any civil, criminal or arbitration proceedings pending or threatened against it. Sale and Purchase Agreement Vsource (Malaysia) Sdn Bhd Eastern Polar Sdn Bhd Execution Copy
11.2 None of the Vsource Companies has been notified of any investigation or inquiry into it by any government department or agency, governmental, public or regulatory authority.
11.3 None of the Vsource Companies has:
11.3.1 engaged in any material litigation or arbitration proceedings;
11.3.2 given any undertaking to any court or to any third party arising out of any legal proceedings;
11.3.3 stopped or suspended payment of its debts, become unable or is deemed unable to pay its debts under section 218(2) of the Act or of similar laws thereto in Japan or Taiwan;
Litigation and Insolvency. (A) The Company is not engaged whether as plaintiff, defendant or otherwise in any material litigation or arbitration, administrative or criminal or other proceeding and no litigation or arbitration, administrative or criminal or other proceedings against the Company is pending, threatened or expected and so far as the Vendors are aware, there is no fact or circumstance likely to give rise to any such litigation or arbitration, administrative or criminal or other proceedings or to any proceedings against any director, officer or employee (past or present) of the Company in respect of any act or default for which the Company might be vicariously liable.
(B) So far as the Vendors are aware no receiver has been appointed of the whole or any part of the assets or undertaking of the Company.
(C) So far as the Vendors are aware no petition has been presented, no order has been made and no resolution has been passed for the winding up or dissolution of the Company.
(D) The Company has not stopped payment nor is insolvent or unable to pay its debts within the meaning of section 178 of the Companies Ordinance.
(E) No unsatisfied judgment is outstanding against the Company.
(F) The Company has not committed nor is liable for any criminal, illegal, unlawful act imposed by or pursuant to statute.
Litigation and Insolvency. 11.1 Save as disclosed in the Disclosure Letter and to the best of the Seller’s knowledge, there is no legal action, suit, proceeding, claim, arbitration or investigation which have Material Adverse Effect (the “Action”) pending or currently threatened against any member of the Group, any activities, properties or assets of any member of the Group, or against any officer, director or employee of any member of the Group in connection with such officer’s, director’s or employee’s relationship with, or actions taken on behalf of any member of the Group. To the best of the Seller’s knowledge, information and reasonable belief, there is no circumstance or matter which may give rise to any such Action.
11.2 To the best of the Seller’s knowledge, no order has been made, or petition presented, or resolution passed for the winding up of or appointment of a provisional liquidator to any member of the Group; nor has any receiver, manager or the like been appointed in respect of any of any member of the Group's assets or undertakings; nor has any distress, execution or other process been levied in respect of any member of the Group or any of their assets which remains undischarged; nor is there any unfulfilled or unsatisfied judgment, order, decree, award or decision outstanding against any member of the Group or any person for whose acts or defaults it may be vicariously liable.
11.3 No member of the Group is insolvent or unable to pay (or has stopped paying) its debts (or any of them) when they fall due (including without limitation, for the purposes of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Chapter 32 of The Laws of Hong Kong) or other applicable laws.
