LITIGATION AND REGULATORY. Subject as provided in clause 24.4, the Supplier shall:

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.

LITIGATION AND REGULATORY. 9.1 Except the on-going arbitration dispute between the Company and Bharat Xxxxxxx Xxxxx 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. 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. You shall promptly provide to Xxxxxxxxxx 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.

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Litigation and Regulatory Cooperation During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).
Litigation and Compliance (a) There are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of VCP23, threatened: (i) against or affecting VCP23 or with respect to or affecting any asset or property owned, leased or used by VCP23; or (ii) which question or challenge the validity of this Agreement, or the Amalgamation or any action taken or to be taken pursuant to this Agreement, or the Amalgamation; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on VCP23 nor is VCP23 aware of any basis for any such action, suit, claim, proceeding or investigation . (b) VCP23 has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on VCP23. (c) Neither VCP23, nor any asset of VCP23 is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on VCP23 or which is reasonably likely to prevent VCP23 from performing its obligations under this Agreement. (d) VCP23 has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not have a Material Adverse Effect on VCP23.
Investigation and Prevention DST shall reasonably assist Fund in investigating of any such unauthorized access and shall use commercially reasonable efforts to: (A) cooperate with Fund in its efforts to comply with statutory notice or other legal obligations applicable to Fund or its clients arising out of unauthorized access and to seek injunctive or other equitable relief; (B) cooperate with Fund in litigation and investigations against third parties reasonably necessary to protect its proprietary rights; and (C) take reasonable actions necessary to mitigate loss from any such authorized access.
Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.
Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.
Tax and Regulatory Matters No Buyer Entity or, to the Knowledge of Buyer, any Affiliate thereof has taken or agreed to take any action, and Buyer does not have any Knowledge of any agreement, plan or other circumstance, that is reasonably likely to (i) prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code, or (ii) materially impede or delay receipt of any of the Requisite Regulatory Approvals.
Regulatory Investigations TCI and TLIC agree to cooperate fully in any insurance or judicial regulatory investigation or proceeding arising in connection with Contracts distributed under this Agreement. TCI and TLIC further agree to cooperate fully in any securities regulatory inspection, inquiry, investigation or proceeding or any judicial proceeding with respect to TLIC, TCI, their affiliates and their representatives to the extent that such inspection, inquiry, investigation or proceeding or judicial proceeding is in connection with Contracts distributed under this Agreement. Without limiting the foregoing: (a) TCI will be notified promptly of any customer complaint or notice of any regulatory inspection, inquiry investigation or proceeding or judicial proceeding received by TLIC with respect to TCI or any representative or which may affect TLIC’s issuance of any Contracts marketed under this Agreement; and (b) TCI will promptly notify TLIC of any customer complaint or notice of any regulatory inspection, inquiry, investigation or judicial proceeding received by TCI or any representative with respect to TLIC or its affiliates in connection with any Contracts distributed under this Agreement. In the case of a customer complaint, TCI and TLIC will cooperate in investigating such complaint and shall arrive at a mutually satisfactory response.
Legal and Regulatory Actions Contractor represents and warrants that it is not aware of and has received no notice of any court or governmental agency proceeding, investigation, or other action pending or threatened against Contractor or any of the individuals or entities included in numbered paragraph 1 of these Contract Affirmations within the five (5) calendar years immediately preceding execution of this Contract or the submission of any related Solicitation Response that would or could impair Contractor’s performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency’s consideration of entering into this Contract. If Contractor is unable to make the preceding representation and warranty, then Contractor instead represents and warrants that it has provided to System Agency a complete, detailed disclosure of any such court or governmental agency proceeding, investigation, or other action that would or could impair Contractor’s performance under this Contract, relate to the contracted or similar goods or services, or otherwise be relevant to System Agency’s consideration of entering into this Contract. In addition, Contractor acknowledges this is a continuing disclosure requirement. Contractor represents and warrants that Contractor shall notify System Agency in writing within five (5) business days of any changes to the representations or warranties in this clause and understands that failure to so timely update System Agency shall constitute breach of contract and may result in immediate contract termination.
Litigation and Compliance with Law (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNB, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNB, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Merger. (b) Except for such licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNB, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit. (c) Neither FNB nor any of its subsidiaries is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB or its subsidiaries which in any manner limits, restricts, regulates, enjoins or prohibits any present or past business or practice of FNB or its subsidiaries; and neither FNB nor any of its subsidiaries has been advised or has any reason to believe that any regulatory or other governmental authority or any court is contemplating, threatening or requesting the issuance of any such agreement, order, injunction, directive, memorandum, judgment, stipulation, decree or award. (d) Neither FNB nor any of its subsidiaries is in violation or default under, and each has complied with, all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions or decrees of any court or federal, state, municipal or other governmental or regulatory authority having jurisdiction or authority over it or its business operations, properties or assets (including without limitation all provisions of North Carolina law relating to usury, the Consumer Credit Protection Act, and all other laws and regulations applicable to extensions of credit) except for any such violation, default or noncompliance as does not or would not have a Material Adverse Effect on FNB and its subsidiaries, and, to the best knowledge and belief of management of FNB, there is no basis for any claim by any person or authority for compensation, reimbursement or damages or otherwise for any violation of any of the foregoing.
ABSENCE OF LITIGATION AND/OR REGULATORY PROCEEDINGS Except as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of Company or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.

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