Litigation and Regulatory Matters Sample Clauses

Litigation and Regulatory Matters. The Borrower shall provide the Administrative Agent: (a) promptly after the commencement thereof, written notice of the commencement of all actions, suits and proceedings before any domestic or foreign Governmental Authority or arbitrator affecting the Borrower or any Subsidiary of the Borrower that (i) seeks injunctive or similar relief or (ii) in the reasonable judgment of the Borrower or such Subsidiary expose the Borrower or such Subsidiary to liability in an amount aggregating $7,500,000 or more or that, if adversely determined, would have a Material Adverse Effect; and (b) promptly, and in any event within 10 days, after filing, receipt or becoming aware thereof, copies of any filings or communications sent to and notices or other communications received by any Borrower or any of its Subsidiaries from any Governmental Authority, including the Securities and Exchange Commission, the FCC, any PUC, or any local franchising authority, relating to (i) any material non-compliance by any Borrower or any of its Subsidiaries with any laws or regulations or with respect to any matter or proceeding the effect of which, if adversely determined, would have a Material Adverse Effect or (ii) any violation by any Borrower or any of its Subsidiaries of any Communication License, CATV Franchise, PUC Authorization or similar license, franchise or authorization that would constitute a Material Adverse Effect.

Litigation and Regulatory Matters. Schedule 5.6 of the FDB Book of Schedules sets forth a list of all actions, suits or proceedings pending as of the date hereof in which FDB or any FDB Subsidiary is a named party, other than collection or foreclosure actions brought by FDB or any FDB Subsidiary in the ordinary course of business and where no counterclaim has been filed against FDB or such FDB Subsidiary. Except as set forth on Schedule 5.6 of the FDB Book of Schedules, there is no action, suit, proceeding, claim or formal written protest by any Person or agency, or any investigation or report by any regulatory authority having jurisdiction over FDB or any FDB Subsidiary or any of its respective assets or businesses which is pending or, to FDB's knowledge, threatened against FDB or any FDB Subsidiary, or any of its respective officers or directors in their capacities as such, or its assets, business or goodwill which would reasonably be expected to have a Material Adverse Effect on FDB or which would impair FDB's ability to consummate the Merger. FDB further represents and warrants that except as set forth on Schedule 5.6 of the FDB Book of Schedules, it does not know or have any reason to believe that there is any basis for assertion against it or any FDB Subsidiary of any material claims based upon the wrongful action or inaction of either FDB or any FDB Subsidiary, and any of their respective officers, directors or employees which would reasonably be expected to have a Material Adverse Effect on FDB or which would impair FDB's ability to consummate the Merger. Neither FDB nor any FDB Subsidiary is subject to, or in default with respect to, nor are any of its assets subject to, any outstanding judgment, regulatory agreement, injunction, writ, order or decree or any other requirement of any governmental body or court or of any governmental agency or instrumentality which would reasonably be expected to have a Material Adverse Effect on FDB or which would impair FDB's ability to consummate the Merger.

Litigation and Regulatory Matters. Schedule 3.5 of the Cottage Grove Book of Schedules sets forth a list of all actions, suits, agreements with Regulatory Authorities or legal or administrative proceedings pending or existing as of the date hereof in or to which the Bank is a named party or is subject. Except as set forth on Schedule 3.5 of the Cottage Grove Book of Schedules, there is no action, suit, proceeding, claim or formal written protest by any Person or agency, or any investigation, report or agreement by or with any regulatory authority having jurisdiction over Seller or the Bank or any of their respective assets or businesses which exists or is pending or, to Seller's knowledge, threatened against Seller or the Bank, or any of the Bank's officers or directors in their capacities as such, or its assets, business or goodwill which would reasonably be expected to have a material adverse effect on the financial condition, assets or business of the Bank or which would impair Seller's ability to consummate the Acquisition. Seller further represents and warrants that except as set forth on Schedule 3.5 of the Cottage Grove Book of Schedules, Seller does not know or have any reason to believe that there is any basis for assertion against the Bank of any material claims based upon the wrongful action or inaction of any of its officers, directors or employees which would reasonably be expected to have a material adverse effect on the financial condition, assets or business of the Bank or which would impair Seller's ability to consummate the Acquisition. The Bank is not subject to, or in default with respect to, nor are any of its assets subject to, any outstanding judgment, regulatory agreement, injunction, writ, order or decree or any other requirement of any governmental body or court or of any governmental agency or instrumentality which would reasonably be expected to have a material adverse effect on the financial condition, assets or business of the Bank.

Litigation and Regulatory Matters. Notwithstanding the foregoing, following a termination of Executive’s employment, Executive shall make himself reasonably available to the Company to assist in any litigation or potential litigation matter or any investigation or review of any federal, state or local regulatory authority that relates to events or occurrences that transpired while Executive was employed by the Company. If Executive is called upon to assist the Company pursuant to his obligations under this section, the Company shall compensate Executive at the rate of his per diem Base Salary with the Company that was in effect immediately prior to his termination of employment and shall reimburse his out-of-pocket expenses.

Litigation and Regulatory Matters. As of the date of this Agreement, there is no action, suit, proceeding, claim or formal written protest by any Person or agency, or any investigation or report by a governmental agency or authority pending, or to Buyer's knowledge, threatened against Buyer or any of its Subsidiaries that challenges the validity or propriety of the transactions contemplated by this Agreement, or with respect to any actual or alleged violations of any statute, ordinance, regulation, rule or the rights of any Person, entity or organization that would reasonably be expected to have a material adverse effect on the consolidated financial condition, assets or business of Buyer and its Subsidiaries. Neither Buyer nor any of its Subsidiaries is subject to, or in default with respect to, nor are any of its or their assets subject to, any outstanding judgment, injunction, order or decree or any other requirement of any governmental body or court or of any governmental agency or instrumentality which would reasonably be expected to have a material adverse effect on the consolidated financial condition, assets or business of Buyer and its Subsidiaries.

Litigation and Regulatory Matters. Schedule 3.14 to the Disclosure Memorandum sets forth a list of all actions, suits, or proceedings pending at any time since January 1, 1993, in which HNBP is or was a named party, other than collection or foreclosure actions brought by HNBP in the ordinary course of business and where no counterclaim has been filed against HNBP. Except as set forth on Schedule 3.14 to the Disclosure Memorandum, there is no action, suit, proceeding, claim, or formal written protest by any Person or agency, or any investigation or report by any regulatory authority having jurisdiction over Huntington, HNBP, or any of their Affiliates or their respective businesses or assets which is pending or, to Huntington's knowledge, threatened against Huntington, HNBP, or any of their Affiliates, or their respective assets or businesses which, if adversely determined, would have a material adverse effect on (i) the ability of Huntington or HNBP to satisfy the covenants of this Agreement or complete the Acquisition or (ii) the assets or business of HNBP. HNBP is not subject to, or in default with respect to, nor are any of its assets, its business, the HNBP Common Stock, or the consummation of the Acquisition subject to or affected by, any outstanding judgment, regulatory agreement, injunction, writ, order, or decree or any other requirement of any governmental body or court or of any governmental agency or instrumentality.

Litigation and Regulatory Matters. Each Party will notify the other Parties in writing by personal deliver, facsimile or by email within five (5) days following (i) the commencement of any action, suit or proceeding brought against any Party, or (ii) issuance of any order, writ, injunction, award or decree of any court, agency or other governmental or quasi-governmental body which, in either case, could have a material adverse effect on the Marks, the Products and Services or the operation or financial condition of either Party's business or that of their Affiliates.

Litigation and Regulatory Matters. 10.1 The Company is not engaged in any litigation or arbitration or similar proceedings including, for the avoidance of doubt, any industrial or trade dispute which individually or collectively are regarded or ought reasonably to be regarded by the Sellers as likely to have a material adverse effect on the financial position of the Company. To the knowledge of the Sellers, no such proceedings have been threatened in writing against the Company. 10.2 To the knowledge of the Sellers, there are no unfulfilled or unsatisfied judgments against the Company. 10.3 To the knowledge of the Sellers, the Company has not received any written notice that it is the subject of any ongoing official investigation or inquiry or proceedings brought by any governmental or other administrative authority. 10.4 The Company has obtained all material licences, permissions, authorisations and consents required for the carrying on of its business in the places and in the manner in which such business is now carried on and, to the knowledge of the Sellers, such licences, permissions, authorisations and consents are in full force and effect. 10.5 To the knowledge of the Sellers, the Company has not received written notice that it is in default under any material licence, permission, authorisation or consent. 10.6 To the knowledge of the Sellers, the Company has not received written notice that it is in violation of, or in default with respect to, any statute, regulation, order, decree or judgment of any court or any governmental agency of the United Kingdom which could have a material and adverse effect upon its assets or business.

Litigation and Regulatory Matters. Except as described in the Company SEC Reports filed prior to the date hereof or as set forth on the Company Disclosure Schedule, there is no action, suit or proceeding, claim, arbitration or investigation against the Company or any of its Subsidiaries pending or as to which the Company or any of its Subsidiaries has received any written notice of assertion, which, individually or in the aggregate, is reasonably likely to cause a Material Adverse Change or a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.