Litigation and Investigation. 9.1 No Group Company is engaged in any material litigation, administrative, mediation or arbitration proceedings or other proceedings or hearings before any statutory or governmental body, department, or other agency (except for debt collection in the normal course of business) or is the subject of any investigation, enquiry or enforcement proceedings by any such body, department or other agency and, so far as the Vendor is aware, no such proceedings, investigation or enquiry have been threatened or are pending and there are no circumstances likely to give rise to any such proceedings.
9.2 No Group Company is affected by any material existing or pending judgements or rulings and no Group Company has given any undertaking arising from legal proceedings to a court, governmental agency, regulatory body or third party.
9.3 No Group Company is party to any material outstanding investigation or dispute with the Inland Revenue Department.
Litigation and Investigation. 11.1 ChipMOS and its affiliates as presented in the consolidated Financial Statements are not the defendants in any pending civil, criminal, arbitration or administrative proceedings (collectively, “Actions”); however, such Actions whose results are without Material Adverse Effect shall be excluded. The directors and managerial officers of ChipMOS and its affiliates presented in the consolidated Financial Statements are not involved as defendants in any Actions which ChipMOS or its affiliates as presented in consolidated Financial Statements is the plaintiff. To ChipMOS’ knowledge, there is no existing fact or circumstance which may cause ChipMOS to be involved in any Actions.
11.2 There is no unexecuted judgment, ruling or arbitration award against ChipMOS and its affiliates as presented in the consolidated Financial Statements. None of the businesses and assets of ChipMOS and its affiliates presented in the consolidated Financial Statements are subject to seizure and execution.
Litigation and Investigation. 23 3.12.1 General......................................23 3.12.2 This Transaction.............................23 Section 3.13 Taxes.................................................23 3.13.1 Tax Returns..................................23 3.13.2 Allocations..................................24 3.13.3 Non-deductible Payments......................24 3.13.4 Tax Liens....................................24 3.13.5
Litigation and Investigation. 12.1 Save as Disclosed and for (i) the contractual claims with Charisma, a former distributor based in Saudi-Arabia, where the Group as plaintiff has received a final award in favour of the Group and the Group has consulted a Saudi based law firm to enforce such final award in order to collect the amount of approximately EUR1 million in total; (ii) the contractual claims with Biofoodnutrition, a company based in the United Kingdom, where the Group as plaintiff has commenced legal proceedings against Biofoodnutrition originally and with total exposure of incoming claims of approximately EUR13.8 million and total exposure of outgoing claim of approximately EUR1.025k; and (iii) the contractual claims with Van Wijnen Groep, the main contractor of the construction of the new plant in Heerenveen, where the Group as plaintiff filed a claim for liability against Van Wijnen Groep for damages that amount to approximately EUR25.6 million, subject to further calculation of the damages by the Group,
(a) no member of the Group is a party to, engaged or proposing to engage in any litigation, arbitration, mediation, prosecution or other legal proceedings involving an amount exceeding HK$10,000,000, and no litigation, arbitration, mediation, prosecution or other legal proceedings involving an amount exceeding HK$10,000,000 are outstanding, pending or threatened by or against any member of the Group; and
(b) there is no order, decree or judgement of any court or Governmental Authority or regulatory body outstanding or anticipated against any member of the Group which may have or has had a material adverse effect upon the condition, financial or otherwise or the earnings, business affairs or business prospects (whether or not arising in the ordinary course of business) of the Group (taken as a whole) and which has a material and adverse effect to the implementation and completion of the Subscription.
12.2 So far as the Company is aware, no governmental or regulatory investigation concerning any member of the Group is in progress or is pending which may have a material adverse effect on the Group as a whole.
Litigation and Investigation. 31 3.13 TAXES.......................................................................................32 3.14 EMPLOYEES; COMPENSATION; LABOR..............................................................34 3.14.1
Litigation and Investigation. To the best knowledge of the Transferor, no material lawsuit, arbitrations, administrative proceedings, and governmental investigation or inquiries are in progress or pending against or concerning the Target Business and Assets.
Litigation and Investigation. 12.1 N Group Company and no Employee or person for whose acts or defaults the Company may be vicariously liable is involved, or has during the two year period ending on the date of this Agreement been involved, in any civil, criminal, administrative, arbitration, regulatory, competition or antitrust or other proceedings, claims, investigations, inquiries, actions (including disciplinary) or prosecutions in any jurisdiction (each a "PROCEEDING").
12.2 So far as the Vendors are aware, no Proceedings are pending or threatened by or against a Group Company or any Employee or any person for whose acts or defaults a Group Company may be vicariously liable, or in respect of which a Group Company is or may be liable to indemnify or compensate any person or pay a penalty or a fine, and to the best of the Vendors' knowledge, information and belief, no matters or circumstances exist which might give rise to the same.
12.3 There is no outstanding judgement, order, decree, injunction, arbitral award or decision of a court, tribunal, arbitrator, governmental agency or other regulatory body in any jurisdiction against a Group Company or any person for whose acts or defaults a Group Company may be 51 54 vicariously liable and no Group Company has given any undertaking to any court, tribunal, arbitrator, governmental agency, regulatory body or other third party arising out of or in connection with any Proceeding.
12.4 There is no claim outstanding between a Group Company and any of the Vendors or any director (present or former) of a Group Company or any person connected with any of them and to the best of the Vendors' knowledge, information and belief, no matters or circumstances exist which could give rise to any such claim.
Litigation and Investigation. 2.1 Except as a claimant in the collection of debts arising in the ordinary course of business, no member of the Purchaser Group is a claimant or defendant in or otherwise a party to any material litigation, arbitration or administrative proceedings (including any proceedings before any tribunal or in relation to publicly awarded contracts), which are in progress, have been threatened in writing or are pending by or against or concerning it or any of its assets. The Purchaser is not aware of any circumstances which are likely to give rise to any such proceeding.
2.2 Other than as disclosed in the Purchaser SEC Reports, so far as the Purchaser is aware no governmental, administrative, regulatory or other official investigation or inquiry concerning any member of the Purchaser Group which is likely to be material to the Purchaser Group is in progress or pending and there are no circumstances likely to lead to any such investigation or inquiry.
Litigation and Investigation. 26 3.13.1 General.................................................. 26 3.13.2 This Transaction......................................... 27 Section 3.14 Taxes.................................................... 27 3.14.1 Definition of Taxes...................................... 27
Litigation and Investigation. Except as set forth on Schedule 3.12 delivered hereunder, neither CRSI nor any of the Subsidiaries have been served as a party in, or have become or been made a party to, any pending suits, actions or proceedings, or to the Knowledge of Seller any investigations by a Governmental Authority, which, if adversely determined, would result in liability in excess of $25,000, and neither CRSI nor any of the Subsidiaries have, to the Knowledge of Seller, received notice of any threatened suits, actions or proceedings, or any threatened investigations which, if adversely determined, would result in liability in excess of $25,000, nor any which seek to enjoin this Agreement. Except as set forth on Schedule 3.12, neither Seller, CRSI nor any of the Subsidiaries has received any written opinion or memorandum or other written legal advice from legal counsel to the effect that CRSI or any Subsidiary is exposed, from a legal standpoint, to any liability or disadvantage which may be material to the Business or to CRSI's or any of the Subsidiaries' financial condition, operations, property or affairs.
