Litigation and Other Disputes Sample Clauses

Litigation and Other Disputes. (a) No proceedings The Company is not, and, to the Vendor's knowledge, no director or officer of the Company (in relation to the Company’s affairs or, if resolved in a manner adverse to such director or officer, could result in a materially adverse effect on the Company’s business) is, engaged in or a party to any dispute, litigation, arbitration, prosecution or other legal proceedings or in any proceedings or hearings before any statutory or governmental body, department, board or agency, nor are any of the foregoing pending or, to the Vendor's knowledge, threatened or expected either against or by the Company, and, to the Vendor's knowledge, there is no fact or circumstance or any other form of written demand in existence that might give rise to the same, or form the basis of any criminal prosecution against the Company. (b) No orders or judgements There is no order, decree or judgement of any court, tribunal or any governmental agency of any country outstanding against the Company or, to the Vendor's knowledge, any person for whose acts the Company may be vicariously liable, and, to the Vendor's knowledge, there are no circumstances likely to give rise to vicarious liability of the Company, and no injunction has been granted against the Company. (c) No unlawful acts The Company has not committed, or been prosecuted for, any breach of a statutory or regulatory duty or any tortious or other criminal or unlawful or unauthorised act that could reasonably be expected to lead, or has led, to a claim for damages or an injunction or other order of a court or tribunal of competent jurisdiction being made against it, and there are no circumstances likely to give rise to such a breach or act.
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Litigation and Other Disputes. Except as disclosed on SCHEDULE 3.14, as of the date hereof there is no suit, action, or proceeding pending or, to Eldorado's Knowledge, threatened, against or affecting Eldorado or any of its assets, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Eldorado the obligations under which have not heretofore been fully performed. Neither (a) any matter disclosed on SCHEDULE 3.14, nor (b) any suit, action or proceeding pending or threatened as of the Closing Date, nor (c) any judgment, decree, injunction, rule or order of any Governmental Entity outstanding against Eldorado as of the Closing Date (and not fully performed prior to the date hereof) has had or could reasonably be expected, if adversely determined, to have a Material Adverse Effect on Eldorado. Except as disclosed on SCHEDULE 3.14, since December 31, 1993, Eldorado has not been a defendant, either directly or as defendant-in-counterclaim or cross-claim, EXECUTION VERSION in any material litigation in which any "lender liability" cause of action was asserted against Eldorado.
Litigation and Other Disputes. Except as disclosed on DISCLOSURE SCHEDULE SECTION 3.1.15, (a) there is no suit, action, or proceeding (including any cross- or counter-claim) pending or, to the knowledge of Palomar and Community, threatened, against or affecting Palomar, or any of its assets, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Palomar the obligations under which have not heretofore been fully performed; (b) Palomar has not accrued or set aside any reserves relating to any suit, action, or proceeding (including any cross- or counter-claim) pending or, to the knowledge of Palomar, threatened, against or affecting Palomar or any of its respective assets; (c) since December 31, 1995, Palomar has not been a defendant, either directly or as defendant-in-counterclaim or cross-claim, in any litigation in which any "lender liability" cause of action was asserted against it; and (d) there are no claims pending by any director, officer, employee or agent of Palomar for indemnification under any outstanding indemnification agreement, arrangement or understanding respecting indemnification or under applicable laws relating to indemnification.
Litigation and Other Disputes. The parties and certain of their affiliates are currently involved in various lawsuits with one another, there exist various pending disputes between the parties and certain of their affiliates, and additional disputes may arise in the future between the parties and certain of their affiliates pursuant to various Management Agreements and related agreements between the parties and certain of their affiliates (collectively, the “Management Agreements”). All of such litigation and disputes referred to in the foregoing sentence are hereby referred to as the “Litigation.” The parties agree that they will not use Proprietary Information received from the other party in any way in the Litigation. The parties further agree that all disclosures of Proprietary Information pursuant to this Agreement are in furtherance of a settlement of the Litigation and cannot be used to establish liability or be introduced into evidence for any purpose against the disclosing party, or used as the basis for asserting any claim or right under any of the Management Agreements.
Litigation and Other Disputes. 17 10.7 Bankruptcy.......................................................17 10.8
Litigation and Other Disputes. Except the matters listed on Exhibit G (liability for which shall be retained by Seller), there is no action, suit or proceeding pending or, to the best of Seller's knowledge, threatened against Seller or the Properties which would reasonably be expected to have a material adverse effect on Buyer or Buyer's interest in the Properties after Closing or to prevent the consummation of the transaction contemplated by this Agreement. For purposes of this provision, "material" means an impact of greater than Twenty-Five Thousand Dollars (US $25,000).
Litigation and Other Disputes. 12.1 None of the companies in the Group are engaged or has for the past five (5) years been in any litigation or arbitration or similar proceeding which is likely to have a material negative economic impact on such Group Company. 12.2 No court or arbitration proceedings, claims in damages, public inquiries or complaints concerning competition, environmental matters, industrial injuries, or other material disputes have been served on any Group Company or are to the Sellers' Knowledge threatened against or concerning the Group. There are no judgment, arbitration award, public order, prohibition notice or restraining injunction that has not been timely and accurately fulfilled by the Group. No criminal or administrative investigations or proceedings have been notified to any Group Company for violations of Anti-Corruption Laws or trade sanctions violations. 13.1 All information technology including IT systems and software, which is used in the operation of the Group's business as such business is conducted on the Signing Date, are owned by, licensed by or under the control of the Group. 13.2 There are no planned for or to Sellers' Knowledge required material upgrades of or investments in relation to the information technology used in the operation of business of the Group. 13.3 All license fees which have become due and payable have been timely paid. 13.4 To Sellers' Knowledge, all information technology that is material and necessary to conduct the business of the Group is supported by maintenance and support services which to Sellers' Knowledge are adequate to ensure uninterrupted operation and appropriate up to date security measures in relation to the business of the Group as conducted on the Signing Date. 13.5 The Group has i) implemented industry standard technical and organizational measures (including, but not limited to, access controls, technological and physical safeguards, encryption, backup and business continuity/disaster recovery measures/procedures) designed to protect the information technology systems and data used by it, and ii) has not been notified of, and to the Sellers' Knowledge there is no event, condition or finding, that to the Sellers' Knowledge could reasonably be expected to result in a security breach or cyber security threat related to said information technology or data. 13.6 To the Sellers’ Knowledge, the Group has not experienced any material breakdowns or other material issues (including, without limitation, operational iss...
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Litigation and Other Disputes. There are no suits, or actions, or other legal, administrative, arbitration or alternative dispute resolution proceedings or governmental investigations pending or, to the Sellers’ Knowledge, threatened, against any of the Group Companies, or their respective business or assets nor are there any outstanding or threatened orders, judgments, injunctions, awards or decrees of any governmental body, court or arbitration tribunal against, or brought by, any of the Group Companies or their respective businesses or assets.
Litigation and Other Disputes. Seller shall retain liability for the matters listed on Schedule 10.6 and shall indemnify, defend and hold harmless the Buyer Group from and against any and all Claims related to such matters. Except for the matters listed on Schedule 10.6, there is no action, suit or proceeding pending or, to the best of Seller’s knowledge, threatened against the Properties or Seller’s interest in the Properties.
Litigation and Other Disputes. Except as disclosed on Disclosure Schedule Section 3.15, (a) there is no suit, action, or proceeding (including any cross- or counter-claim) pending or, to the knowledge of Asiana, threatened (either in writing or verbally, formally or informally), against or affecting Asiana or any of its assets, nor is there (except for the Consent Order) any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against Asiana the obligations under which have not heretofore been fully performed, in each case which, if determined adversely to Asiana, would be reasonably likely to have a Material Adverse Effect on Asiana; (b) Asiana has not accrued nor set aside any reserves relating to any suit, action, or proceeding (including any cross- or counter-claim) pending or, to the knowledge of Asiana, threatened (either in writing or verbally, formally or informally), against or affecting Asiana or any of its assets; and (
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