Litigation and Regulatory Matters. During and after the Term, the Employee will reasonably cooperate with Live Nation 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 Live Nation which relate to events or occurrences that transpired while the Employee was employed by Live Nation. The Employee’s cooperation in connection with such claims or actions shall include, without limitation, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of Live Nation at mutually convenient times. During and after the Employee’s employment, the Employee also shall cooperate fully with Live Nation 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 Employee was employed by Live Nation. If any such cooperation occurs after the Employee’s termination of employment with Live Nation, then Live Nation shall reimburse the Employee for all reasonable costs and expenses incurred in connection with the Employee’s performance under this Section 10.
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. 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, report or agreement by or with any regulatory authority having jurisdiction over Acquiror or any of its Subsidiaries or any of their respective assets or businesses which exists or is pending or, to Acquiror's knowledge, threatened against Acquiror or any of its Subsidiaries, or any of their respective officers or directors in their capacities as such, or their assets, business or goodwill which would reasonably be expected to materially impair Acquiror's ability to consummate the Merger. Acquiror further represents and warrants that it does not know or have any reason to believe that there is any basis for assertion against it or any of its Subsidiaries of any material claims based upon the wrongful action or inaction of either Acquiror or any of its Subsidiaries, and any of their officers, directors or employees which would reasonably be expected to materially impair Acquiror's ability to consummate the Merger. Neither Acquiror nor any of its Subsidiaries 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 materially impair Acquiror's ability to consummate the Merger.
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. 14.1 Other than in connection with the normal course of its insurance business no Group Company is engaged in any capacity in any litigation, arbitration, prosecution or other legal proceedings or in any proceedings or hearings before any statutory or governmental body, department, board or agency or other dispute resolution proceedings and no such litigation, arbitration, prosecution or other proceedings are pending.
14.2 So far as the Seller is aware, no person for whose actions or omissions a Group Company may be vicariously liable is involved in any court, tribunal or arbitration proceedings and so far as the Seller is aware no proceedings of that kind are pending or threatened.
14.3 So far as the Seller is aware, no fact or circumstance exists which is likely to give rise to the commencement of any court, tribunal or arbitration proceedings involving a Group Company or any person for whose actions and omissions a Group Company may be vicariously liable (including criminal proceedings).
(a) No:
(i) Group Company;
(ii) agreement or arrangement to which a Group Company is party; or
(iii) practice with which a Group Company is involved, is the subject of any ongoing administrative proceedings, investigation or enquiry by a governmental, administrative or regulatory body targeting and so far as the Seller is aware none are pending or threatened.
(b) So far as the Seller is aware, no fact or circumstance exists which is likely to give rise to any administrative proceedings, investigation or enquiry of the kind referred to in paragraph 14.4(a).
Litigation and Regulatory Matters. We are a party to various litigation and regulatory matters, investigations, and proceedings. Some of the more frequent routine litigations incidental to our business are based on burial practices claims and employment-related matters, including discrimination, harassment, and wage and hour laws and regulations. For each of our outstanding legal matters, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies, and the likelihood of an unfavorable outcome. We intend to vigorously defend ourselves in the matters described herein; however, if we determine that an unfavorable outcome is probable and can be reasonably estimated, we establish the necessary accruals. We hold certain insurance policies that may reduce cash outflows with respect to an adverse outcome of certain of these matters. We accrue such insurance recoveries when they become probable of being paid and can be reasonably estimated.
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.
Litigation and Regulatory Matters. 4.1 Save as disclosed in the Data Room, neither the Company nor the Irish Company is 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 Seller as likely to have a material adverse effect on the financial position of the Company or the Irish Company (as appropriate). To the knowledge of the Seller, no such proceedings have been threatened in writing against the Company or the Irish Company.
4.2 To the knowledge of the Seller, there are no unfulfilled or unsatisfied judgments against the Company or the Irish Company.
4.3 To the knowledge of the Seller, neither the Company nor the Irish Company has 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.
4.4 The Company and the Irish Company have obtained all material licences, permissions, authorisations and consents required for the carrying on of business now carried on by each of them in the places and in the manner in which that such businesses are now carried on and such licences, permissions, authorisations and consents are in full force and effect.
4.5 Neither the Company nor the Irish Company has received written notice that it is in default under any material licence, permission, authorisation or consent.
4.6 Neither the Company nor the Irish Company has 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 jurisdiction in which it is incorporated which could have a material and adverse effect upon its assets or business.
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.
