Litigation and Liabilities. Except as disclosed in the Company Reports filed prior to the date hereof, there are no (i) civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Affiliates or (ii) obligations or liabilities, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those relating to Environmental Law (as defined in Section 5.1(k)) or any other facts or circumstances of which the Company has knowledge that could result in any claims against, or obligations or liabilities of, the Company or any of its Affiliates, except for those that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Wallace Computer Services Inc), Merger Agreement (Moore Corporation LTD), Merger Agreement (Moore Corporation LTD)
Litigation and Liabilities. Except as disclosed in the Company Reports filed prior to the date hereof, there are no (i) civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of the Executive Officers of the Company, threatened against the Company or any of its Affiliates or (ii) obligations or liabilities, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those relating to Environmental Law (as defined in Section 5.1(k)) or any other facts or circumstances of which the Executive Officers of the Company has have knowledge that could result in any claims against, or obligations or liabilities of, the Company or any of its Affiliates, except for those that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Augat Inc), Merger Agreement (Thomas & Betts Corp)
Litigation and Liabilities. Except as disclosed in the Company Reports filed prior to the date hereof, there are no (i) civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Affiliates Subsidiaries or (ii) obligations or liabilities, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those relating to matters involving any Environmental Law (as defined in Section 5.1(k)) Law, or any other facts or circumstances of which the Company has knowledge that could result in any claims against, or obligations or liabilities of, the Company or any of its Affiliatesaffiliates, except for those that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this AgreementEffect.
Appears in 2 contracts
Samples: Merger Agreement (Vintage Petroleum Inc), Merger Agreement (Occidental Petroleum Corp /De/)
Litigation and Liabilities. Except as disclosed in the Company Reports filed prior to the date hereof, there There are no (i) civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its Affiliates Subsidiaries, (ii) judgments, orders or decrees outstanding against the Company or any of its Subsidiaries or (iiiii) obligations or liabilities, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those relating to matters involving any Environmental Law (as defined in Section 5.1(k)) Law, or any other facts or circumstances of which to the Knowledge of the Company has knowledge that could result in any claims against, or obligations or liabilities of, the Company or any of its Affiliates, except for those that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or prevent, materially burden delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Concord Communications Inc), Merger Agreement (Computer Associates International Inc)
Litigation and Liabilities. Except as disclosed in the Company Reports filed prior to the date hereof, there are no (i) civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Affiliates Subsidiaries, directors or officers or (ii) obligations or liabilitiesliabilities of any nature, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those relating to Environmental Law (as defined in Section 5.1(k)) environmental and occupational safety and health matters, or any other facts or circumstances of which the Company has knowledge that could result in any claims against, or obligations or liabilities of, the Company or any of its Affiliatesaffiliates, except for those that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement or by the Stock Option Agreement.
Appears in 1 contract
Samples: Merger Agreement (American Bankers Insurance Group Inc)