LITIGATION AND REGULATORY Clause Samples

LITIGATION AND REGULATORY. 9.1 Except the on-going arbitration dispute between the Company and Bharat ▇▇▇▇▇▇▇ ▇▇▇▇▇ Limited, there are no proceedings pending against the Company and the Subsidiary including proceedings in respect whereof the Company or the Subsidiary is liable to indemnify any party concerned therein. SHARE PURCHASE AND SHAREHOLDERS’ AGREEMENT E-STAMP PAPER #: SUBIN-KAKACRSFL0897652837512029O EXECUTION COPY 9.2 There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Authority, which is ongoing against the Company and the Subsidiary. The Sellers and the Company have not received notice of and to the Knowledge of the Sellers, there are no notices: 9.2.1 against any of the Sellers (in their capacity as directors or employees of the Company or the Subsidiary), the Company or the Subsidiary (whether by way of counter claim or appeal or otherwise); 9.2.2 that may restrain, prevent or make illegal the consummation of the Transaction; 9.2.3 that may result in a claim for liquidated damages arising from any Contract material to the respective business of the Company and the Subsidiary; 9.2.4 against any of the Sellers or the Company that may affect the right of the Purchaser to own the Sale Shares; 9.2.5 that may affect the right of the Company and/or the Subsidiary to operate their respective business or own their respective Assets; or 9.2.6 neither the Company nor the Subsidiary has received notice of any governmental or official investigation or inquiry concerning breach of any Applicable Law by the Company or the Subsidiary where such breach is punishable with imprisonment or monetary penalties.

LITIGATION AND REGULATORY. You shall promptly provide to ▇▇▇▇▇▇▇▇▇▇ Correspondent Services, but in any event within three (3) business days of the initiation of any such event, to the extent it relates or could foreseeably relate in a material way to your business activities, all information concerning every action, suit, investigation, inquiry, or proceeding (formal or informal) pending or threatened against or affecting you, any of your affiliates, or any officer, director, general securities principal, financial or operations principal, or employee, independent contractor, or other person associated with you, or their respective property or assets, by or before any court or other tribunal, any arbitrator, any governmental authority, or any SRO.

LITIGATION AND REGULATORY. If prior to the applicable Closing Time, any inquiry, action, suit, investigation or other proceeding (other than any proceeding identified, and as described in, the Prospectus) is instituted, or announced, or any order is made by any Governmental Authority in relation to the Corporation or its Subsidiaries, or there is any change of Law or the interpretation or administration thereof, in each case which, in the reasonable opinion of an Underwriter, operates to prevent or restrict the trading in the Common Shares or the distribution or trading of the Offered Debentures, such Underwriter shall be entitled, at its option and in accordance with subsection 17(d), to terminate its obligations under this Agreement by notice to that effect given to the Corporation any time prior to the Closing Time.

LITIGATION AND REGULATORY. 24.1 Subject as provided in clause 24.4, the Supplier shall: 24.1.1 promptly notify the Authority of any proceedings, litigation claims, complaints or other action made or threatened in respect of the Deliverables and/or the Authority Rights and provide the Authority with full particulars of the same; 24.1.2 provide all such assistance and co-operation as the Authority Indemnified Parties may require in respect of any such proceedings, litigation claims, complaints or other action including promptly providing the Authority Indemnified Parties and their advisors reasonable access to premises and personnel and to all relevant assets, accounts, documents and records that it possesses or controls with the right to take copies for the purposes of investigating the matter and enabling the Authority Indemnified Parties to take the action referred to in clause 24.1.4; 24.1.3 disclose and supply to the Authority in utmost good faith all facts, circumstances, information, documents and material which might reasonably be considered relevant or which the Authority may reasonably request to enable the Authority to satisfy itself that the Supplier is not in breach of any of its representations, undertakings and warranties set out in this Agreement; 24.1.4 allow the Authority or such other of the Authority Indemnified Parties as the Authority may designate to use its chosen advisors and to have the exclusive conduct of the proceedings (including for the recovery of costs of the Authority Indemnified Parties) provided always that the Authority Indemnified Parties shall not cause any unreasonable delay with regard to, and shall keep the Supplier notified of, the conduct of the same; 24.1.5 make no admission of liability or any other statement in respect of or settle the matter without obtaining the Authority's consent (not to be unreasonably withheld or delayed); and 24.1.6 promptly take any action and give any information and assistance as the Authority Indemnified Party may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against a third party the Authority Indemnified Party's rights in relation to the matter. 24.2 The Supplier shall have the right but not the obligation to join in any proceedings conducted by the Authority Indemnified Parties pursuant to clause 24.1.4 and be represented by its own legal advisors (at its sole cost and expense). 24.3 If any governmental agency or Regulatory Body requests the Autho...

LITIGATION AND REGULATORY. 7.1. The Licensor shall: 7.1.1. promptly notify ITV of any proceedings, litigation claims, complaints or other action made or threatened in respect of the Programme and/or the Licensed Property (or any part of it) and/or which may otherwise affect the exploitation of the Commercial Rights and provide ITV with full particulars of the same; and 7.1.2. disclose and supply to ITV in utmost good faith all facts, circumstances, information, documents and material which might reasonably be considered relevant or which ITV may reasonably request to enable ITV to satisfy itself that the Licensor is not in breach of any of its representations, undertakings and warranties set out in this Agreement.