LITIGATION AND LIENS Sample Clauses

LITIGATION AND LIENS. To the best of the Company's knowledge, no litigation or proceeding is pending which would, if successful, have a Material adverse impact on the financial condition of the Company and the Consolidated Subsidiaries taken as a whole, which is not already reflected in the Company's Financial Reports delivered to the Lenders prior to the date of this Agreement. The Internal Revenue Service has not alleged any Material default by the Company in the payment of any tax or threatened to make any Material assessment in respect thereof which would have or reasonably could have a Material adverse impact on the financial condition of the Company and the Consolidated Subsidiaries, taken as a whole.
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LITIGATION AND LIENS. Except as set forth in Exhibit 2.03, there are no actions, suits, proceedings, or investigations pending or, to the best of its knowledge, threatened or contemplated against the Company, at law or in equity, before any federal, state, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign. The Company is not subject to any outstanding judgments or operating under or subject to or in default with respect to any order, writ, injunction or decree of any court or federal, state, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign. Attached and marked Exhibit 2.03(b) is a list of all outstanding liens filed against the Company.
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LITIGATION AND LIENS. To the best of Borrower's knowledge, no litigation or proceeding is pending which would, if successful, have a Material adverse impact on the financial condition of Borrower and the Consolidated Subsidiaries taken as a whole, which is not already reflected in Borrower's Financial Reports delivered to Bank prior to the date of this Agreement. The Internal Revenue Service has not alleged any Material default by Borrower in the payment of any tax or threatened to make any Material assessment in respect thereof which would have or reasonably could have a Material adverse impact on the financial condition of Borrower and the Consolidated Subsidiaries, taken as a whole.
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LITIGATION AND LIENS. Except as set forth in any ProCare filings with the Securities and Exchange Commission (the "Commission"), there are no actions, suits, proceedings, or investigations pending or, to the best of its knowledge, threatened or contemplated against either Company. The Company, at law or in equity, before any federal, state, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign. Neither Company is The Company is not subject to any outstanding judgments or operating under or subject to or in default with respect to any order, writ, injunction or decree of any court or federal, state, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign. Attached and marked Exhibit 2.03(b) is a list of all outstanding liens filed against the Company.
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LITIGATION AND LIENS. Except as set forth in Exhibit 2.03, there are no actions, suits, proceedings, or investigations pending or, to the best of its knowledge, threatened or contemplated against the Company, at law or in equity, before any federal, state, municipal or other governmental department, commission, board, agency or instrumentality, domestic or foreign. The Company is not subject to any outstanding judgments or operating under or subject to or in default with respect to any order, writ, injunction or decree of any court or federal, state, municipal or other governmental department, commission, board,
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LITIGATION AND LIENS. No litigation or proceeding is pending or threatened which might, if successful, adversely affect either Borrower to a substantial extent. The Internal Revenue Service has not alleged any default by a Borrower in the payment of any tax or threatened to make any assessment in respect thereof.
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LITIGATION AND LIENS. Other than as set forth on Schedule 5.18, there has been no Litigation since Merger Closing Date ommenced by or against Seller or the Company which claims or has a right to assert a Lien in the Company or its assets or otherwise encumbering or affecting the Company or its assets made the basis of the transactions set forth in this Agreement. To the Knowledge of the Seller: (a) no such Litigation has been threatened; and (b) no event has occurred or circumstance exists that could reasonably be expected to give rise to or serve as the basis for the commencement of any such Litigation.
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LITIGATION AND LIENS. To the actual knowledge of Borrower, there is not any condition, event or circumstance existing, or any litigation, arbitration, governmental or administrative proceeding, action, examination, claims or demand pending or threatened affecting Borrower, any Guarantor or the Project, or involving the validity or enforceability of the Loan Documents or involving any risk of a judgment or liability which, if satisfied, would result in a Material Adverse Occurrence. To the actual knowledge of Borrower, there is no Uniform Commercial Code financing statement on file that names Borrower or Guarantor as debtor and covers any of the Collateral and there is no judgment or tax lien outstanding against Borrower or Guarantor.
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LITIGATION AND LIENS. The properties are subject to no liens other than those disclosed in the title insurance policies insuring the interests of the Agent, and other than those described in Schedule 4.11 hereof. There is no litigation pending other than litigation with respect to Hotels 6 and 24, arising in connection with liens affecting such properties. SCHEDULE 4.08 EXISTING SUBSIDIARIES Name of Subsidiary Jurisdiction of Formation ------------------ ------------------------- Winston Manager Corporation Virgxxxx Xxxxxxx XXX, LLC Virginia SCHEDULE 4.11 LIENS AND UNPAID CONSTRUCTION COSTS ON CONTESTED/NOT COMPLETED HOTELS To be provided upon request. EXHIBIT A-1 FORM OF BANK NOTE NOTE $__________ [SPECIFY AMOUNT] Raleigh, North Carolina as of January 15, 1999 For value received, the undersigned, WINSTON HOTELS, INC., a North Carolina corporation (the "Company"), and WINN XXXITED PARTNERSHIP, a North Carolina limited partnership (the "Partnership") (the Company and the Partnership shall hereinafter be referred to, jointly and severally, as the "Borrower"), jointly and severally promise to pay to the order of ____________________________ [SPECIFY NAME OF BANK], A ___________________ [SPECIFY WHETHER A STATE BANK OR NATIONAL BANKING ASSOCIATION] (the "Bank"), for the account of its Lending Office, the principal sum of _________________________________ DOLLARS ($__________ ) [SPECIFY AMOUNT], or such lesser amount as shall equal the unpaid principal amount of each Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred to below, on the dates and in the amounts provided in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of this Note on the dates and at the rate or rates provided for in the Credit Agreement. Interest on any overdue principal and, to the extent permitted by law, overdue interest on the principal amount hereof shall bear interest at the Default Rate, as provided for in the Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of Wachovia Bank, N.A., 191 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000, xx such other address as may be specified from time to time pursuant to the Credit Agreement. All Loans made by the Bank, the respective maturities thereof, the interest rates from time to time applicable thereto and all repayments of the principal thereof shall be recorded by the Bank ...
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Related to LITIGATION AND LIENS

  • Litigation and Claims No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

  • Litigation and Liabilities There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

  • Litigation and Pending Proceedings Except as set forth in the ONB Disclosure Schedule:

  • Litigation and Proceedings There are no actions, suits, -------------------------- proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality, or any circumstance which after reasonable investigation would result in the discovery of such default.

  • Litigation and Administrative Proceedings Except as disclosed on Schedule 6.4 hereto, there are (a) no lawsuits, actions, investigations, examinations or other proceedings pending or threatened against any Company, or in respect of which any Company may have any liability, in any court or before or by any Governmental Authority, arbitration board, or other tribunal, (b) no orders, writs, injunctions, judgments, or decrees of any court or Governmental Authority to which any Company is a party or by which the property or assets of any Company are bound, and (c) no grievances, disputes, or controversies outstanding with any union or other organization of the employees of any Company, or threats of work stoppage, strike, or pending demands for collective bargaining, in each case other than those that could not reasonably be expected to result in a Material Adverse Effect.

  • Litigation and Legal Proceedings Except as disclosed on Schedule 3.11, there is no litigation, claim, investigation, administrative proceeding, labor controversy or similar action that is pending or (to the best of each Borrower's knowledge and information after due inquiry) threatened against any Borrower or its properties that, if adversely resolved, could reasonably be expected to have or cause a Material Adverse Effect.

  • Proceedings and Litigation No action, suit or proceeding shall have been commenced by any Person against any party hereto seeking to restrain or delay the purchase and sale of the Units or the other transactions contemplated by this Agreement or any of the other Transaction Documents.

  • Litigation and Undisclosed Liabilities There are no actions, suits or proceedings pending or, to Purchaser’s knowledge, threatened against Purchaser, or obligations or liabilities (whether or not accrued, contingent or otherwise) or, to Purchaser’s knowledge, facts or circumstances that could reasonably be expected to result in any claims against or obligations or liabilities of Purchaser that, individually or in the aggregate, would have a Material Adverse Effect.

  • Presumptions and Burdens of Proof; Effect of Certain Proceedings (a) In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 5.01(b) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of any person, persons or entity to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any person, persons or entity that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;

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