Litigation; Claims. Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing Date;
Litigation; Claims. (a) There is no action, suit, claim, investigation or proceeding, whether at law or in equity (a “Claim”), pending or, to the knowledge of DCG, threatened that questions the validity of this Agreement or the Related Agreements or any action taken or to be taken by DCG or the DCG Shareholders in connection with the consummation of the transactions contemplated hereby or thereby or which seeks to prohibit, enjoin or otherwise challenge any of the transactions contemplated hereby or thereby.
(b) Schedule 4.9(b) sets forth an accurate and complete list, and a brief description (setting forth the names of the parties involved, the court or other governmental or mediating entity involved, the relief sought and the substantive allegations and the status thereof), of each Claim pending or, to the knowledge of DCG, threatened against or affecting DCG. None of the pending or threatened Claims set forth on Schedule 4.9(b), if adversely determined, would individually or in the aggregate, result in a materially adverse effect on DCG. To the knowledge of DCG no event has occurred and no circumstance, matter or set of facts exist which would constitute a valid basis for the assertion by any third party of any Claim, other than those listed on Schedule 4.9(b). Except as set forth in Schedule 4.9(b) there is no outstanding or, to the knowledge of DCG, threatened judgment, injunction, judgment, order or consent or similar decree or agreement (including, without limitation, any consent or similar decree or agreement with any governmental entity) against, affecting or naming DCG.
(c) To DCG’s knowledge, except as disclosed in Schedule 4.9(c), there is no claim (whether based on statute, negligence, breach of warranty, strict liability or any other theory) relating directly or indirectly to any product manufactured or sold, or any services performed, by DCG.
Litigation; Claims. The Reinsurer shall be responsible for the handling of, and all costs and expenses, including legal fees, relating to, litigation or other claims under the Novated Policies. Notwithstanding the foregoing, the Reinsurer shall have no liability for such costs and expenses to the extent they arise out of or are based on any Extra Contractual Liabilities, and to the extent that the Reinsurer incurs any such costs or expenses, the Reinsurer shall be indemnified by the Company.
Litigation; Claims. Records which relate to litigation or settlement of claims arising out of the performance of this Agreement must be made available for a period of three years from the date of final disposition of such litigation or claims.
Litigation; Claims. Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to the Business, except the Business Litigation set forth on Schedule 1(a)(xiv);
Litigation; Claims. All liabilities of Seller and its subsidiaries arising from claims and recoveries under litigation of third parties against Seller or its subsidiaries set forth on Schedule 1(d)(vi) (the "Retained Litigation");
Litigation; Claims. (a) Schedules 3.5(c), 3.6 and 3.8 list all claims, legal actions, suits, litigation, arbitrations, disputes, investigations, proceedings by or before any Governmental Authority involving more than $100,000 and all orders, decrees or judgments, now pending or in effect, or, to the Knowledge of PCC, threatened or contemplated, against or affecting the Asset Sale Companies, the Purchased Assets, or the consummation of the transactions contemplated by this Agreement, except to the extent involving Taxes for Pre-Closing Periods.
(b) There are no existing claims by or disputes involving more than $100,000 with Persons owning or occupying lands or realty adjoining or near any of the Real Property regarding Mining Activities, if any, by the Asset Sale Companies or regarding the location of boundary lines, encroachments, mineral rights, subsidence, water quantity or quality, blasting damage, transportation of coal or other materials, nuisances or any other similar matter.
Litigation; Claims. Promptly after initiation thereof or receipt of notice with respect thereto, notice of any claims, proceedings, litigation or material disputes by, against, or otherwise involving any Credit Party or any Subsidiary thereof, or any Project, or other litigation which could reasonably be expected to have a Material Adverse Effect on any Credit Party or any Subsidiary thereof, together with copies of the court filings or other documents associated therewith.
Litigation; Claims. With respect to each party, there is no claim, action, audit, arbitration, dispute, investigation, suit, litigation or legal proceeding pending, or to the best of such party's knowledge threatened, against such party (i) relating to or otherwise affecting such party's ability to execute and deliver this Agreement or to perform such party's obligations hereunder, or (ii) which would materially adversely affect the Company or the Company's contemplated business.
Litigation; Claims. All rights (including indemnification) and claims and recoveries under litigation of the Company against third parties (other than rights, claims and recoveries acquired by Purchaser pursuant to SECTION 1.01(a)(xi)), arising out of or relating to events prior to the Transfer Time;
