Common use of Litigation and Other Disputes Clause in Contracts

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.

Appears in 3 contracts

Samples: Purchase Agreement, Purchase Agreement (Teekay Tankers Ltd.), Purchase Agreement (Teekay Tankers Ltd.)

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Litigation and Other Disputes. (a) No proceedings The Company is notSave for the Outstanding Contractual Items, none of the Target Companies are, and, to the Vendor's ’s knowledge, no director or officer of any of the Company Target Companies (in relation to the Company’s affairs of any Target Company or, if resolved in a manner adverse to such director or officer, could result in a materially adverse effect on the Company’s Target Companies’ 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 ’s knowledge, threatened or expected either against or by any of the CompanyTarget Companies, and, to the Vendor's ’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 any of the CompanyTarget Companies. (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 any of the Company Target Companies or, to the Vendor's ’s knowledge, any person for whose acts any of the Company Target Companies may be vicariously liable, and, to the Vendor's ’s knowledge, there are no circumstances likely to give rise to vicarious liability of any of the CompanyTarget Companies, and no injunction has been granted against any of the CompanyTarget Companies. (c) No unlawful acts The Company None of the Target Companies 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.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (Teekay Offshore Partners L.P.)

Litigation and Other Disputes. (a) No proceedings The Company is notNone of the Voyageur Group Companies are, and, to the Vendor's ’s knowledge, no director or officer of any of the Company (in Voyageur Group Companies(in relation to the Company’s affairs of any Voyageur Group Company or, if resolved in a manner adverse to such director or officer, could result in a materially adverse effect on the Company’s Voyageur Group Companies’ 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 ’s knowledge, threatened or expected either against or by any of the CompanyVoyageur Group Companies, and, to the Vendor's ’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 any of the CompanyVoyageur Group Companies. (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 any of the Company Voyageur Group Companies or, to the Vendor's ’s knowledge, any person for whose acts any of the Company Voyageur Group Companies may be vicariously liable, and, to the Vendor's ’s knowledge, there are no circumstances likely to give rise to vicarious liability of any of the CompanyVoyageur Group Companies, and no injunction has been granted against any of the CompanyVoyageur Group Companies. (c) No unlawful acts The Company None of the Voyageur Group Companies 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.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (Teekay Offshore Partners L.P.)

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Litigation and Other Disputes. (a) No proceedings The Company is not, and, to the Vendor's ’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 ’s knowledge, threatened or expected either against or by the Company, and, to the Vendor's ’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 ’s knowledge, any person for whose acts the Company may be vicariously liable, and, to the Vendor's ’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.

Appears in 1 contract

Samples: Purchase Agreement (Teekay Tankers Ltd.)

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