Litigation, Claims and Awards Sample Clauses

Litigation, Claims and Awards. There is no litigation or proceeding, in law or in equity, and there are no proceedings or governmental investigations before any commission or other administrative authority, pending or, to Purchaser’s knowledge, threatened against it or any of its affiliates, with respect to or affecting the consummation of the transactions contemplated hereby.
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Litigation, Claims and Awards. Except as set forth on Schedule 3.21, there is no litigation or proceeding of any kind or nature, in law or in equity, and there are no suits, proceedings, investigations or claims before any commission or other administrative authority, pending or, to the knowledge of the Company, threatened against (a) the Company; or (b) any of the Company’s officers, directors or Affiliates, with respect to or affecting the Company’s business, operations (including results of operations), assets, liabilities, or condition (including financial condition), or with respect to the consummation of the Transactions. None of the actions, suits, proceedings, investigations or claims listed or required to be listed on Schedule 3.21 either (i) could have any Material Adverse Effect; or (ii) affects or could, if adversely determined, affect the right or ability of the Surviving Corporation to carry on the Business substantially as now conducted or the ability of the Company to enter into this Agreement or any Transaction Document or to consummate the transactions contemplated hereunder or thereunder. Unless otherwise designated on Schedule 3.21, each of the matters listed or required to be listed on Schedule 3.21 is fully covered by insurance. The Company is not currently planning to initiate any action, suit, or proceeding before any Governmental Authority. There are no facts that, if known by a potential claimant or Governmental Authority, would give rise to a claim or preceding that, if asserted or conducted with results unfavorable to the Company, may result in a material Liability of the Company. The Company is not a party to, or bound by, any Order (or agreement entered into in any administrative, judicial or arbitration proceeding with any Governmental Authority) with respect to or affecting the Company’s business, operations (including results of operations), assets, Liabilities, or condition (including financial condition).
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Litigation, Claims and Awards. Except as set forth on Section 3.16 of the Disclosure Letter, there are no, and in the past three (3) years have been no Proceedings pending or, to the Company’s knowledge, threatened, by or against any Target Company or with respect to any assets, properties or Benefit Plans thereof, nor in the past three (3) years has any Target Company been subject to, or is any Target Company currently subject to, any Order of any court or other Governmental Authority.
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Litigation, Claims and Awards. Except as set forth on Schedule 3.17, there are no, and since January 1, 2011 there have not been any, Proceedings of any kind or nature pending or, to the Knowledge of the Company, threatened against the Company. Except as set forth on Schedule 3.17, the Company is not a party to, or otherwise bound by, any Order or other agreement entered into in connection with any Proceeding. Except as set forth on Schedule 3.17, there are no, and since January 1, 2011 there have not been any, Proceedings of any kind or nature pending or, to the Knowledge of the Company, threatened against any of the officers, directors or Affiliates of the Company that would reasonably be expected to adversely affect the business, operations (including results of operations), assets, liabilities, or condition (including financial condition) of the Company or the consummation of the transactions contemplated by this Agreement.
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Litigation, Claims and Awards. With respect to the Purchased Assets, except as set forth on Schedule 4.3(w) attached hereto and incorporated herein, there is no litigation or proceeding, in law or in equity, and there are no proceedings or governmental investigations before any commission or other administrative authority, pending or, to the knowledge of Seller or PHS, threatened against Seller or its managers, members, or officers, with respect to or affecting their respective businesses or the Purchased Assets, or with respect to the consummation of the transactions contemplated hereby. There are no facts which, if known by a potential claimant or governmental authority, would give rise to a claim or proceeding which, if asserted or conducted with results unfavorable to Seller, may have a Material Adverse Effect. Seller is not a party to, or bound by, any decree, order or arbitration award (or agreement entered into in any administrative, judicial or arbitration proceeding with any governmental authority) with respect to its operations or the Purchased Assets.
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Litigation, Claims and Awards. Except as set forth on Schedule 4.21, , there is no litigation or proceeding of any kind or nature, in law or in equity, and there are no proceedings or governmental investigations before any commission or other administrative authority, pending or, to the Knowledge of Seller, threatened against Seller or any of Seller’s officers, directors, employees or Affiliates with respect to or affecting Seller’s business, operations (including results of operations), assets, liabilities, condition (including financial condition) or prospects, or with respect to the consummation of the Contemplated Transactions. There are no facts that, if known by a potential claimant or Governmental Authority, could give rise to a claim or preceding that, if asserted or conducted with results unfavorable to Seller, may result in a material Liability of Seller. Seller is not a party to, or bound by, any Order (or agreement entered into in any administrative, judicial or arbitration proceeding with any Governmental Authority) with respect to or affecting Seller’s business, operations (including results of operations), assets, liabilities, condition (including financial condition) or prospects.
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Litigation, Claims and Awards. There is no Action pending or, to the Sellers’ or Target Companies’ knowledge, threatened against any Seller relating to the Business, any of the Target Companies or any of the Target Companies’ officers, directors or Affiliates, that is reasonably likely to have a Material Adverse Effect. Except as set forth on Schedule 3.26, none of the Target Companies nor any Seller relating to the Business is a party to, or bound by any outstanding Order (or agreement entered into in any administrative, judicial or arbitration proceeding with any Governmental Authority) with respect to or affecting any Target Company’s operations, business or assets.
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Litigation, Claims and Awards. Except as set forth on Schedule 3.18(a), there are no, and during the past five (5) years there have not been any, Proceedings of any kind or nature pending or, to the Company’s Knowledge, threatened against the Company. Except as set forth on Schedule 3.18(b), there are no, and during the past five (5) years there have not been any, Proceedings of any kind or nature pending or, to the Company’s Knowledge, threatened, against of the officers, directors or Affiliates of the Company that could reasonably be expected to adversely affect the business, operations (including results of operations), assets, Liabilities, condition (including financial condition) or prospects of the Company or the consummation of the Transactions. There are no Proceedings of any kind or nature pending or currently planned by the Company against any other Person.
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Related to Litigation, Claims and Awards

  • 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;

  • Claims and Litigation No pending or, to the Company's knowledge, threatened, claims, suits or other proceedings exist with respect to any Employee Benefit Plan other than normal benefit claims filed by participants or beneficiaries.

  • Claims and Suits (a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim or suit against the Assuming Bank with respect to which the Receiver has indemnified the Assuming Bank in the same manner and to the same extent as provided in Article XII, and (ii) defend or settle any claim or suit against the Assuming Bank with respect to any Liability Assumed, which claim or suit may result in a loss to the Receiver arising out of or related to this Agreement, or which existed against the Failed Bank on or before Bank Closing. The exercise by the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Bank with respect to any of its obligations under this Agreement. (b) In the event any action at law or in equity shall be instituted by any Person against the Receiver and the Corporation as codefendants with respect to any asset of the Failed Bank retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the request of the Corporation, to join with the Corporation in a petition to remove the action to the United States District Court for the proper district. The Receiver agrees to institute, with or without joinder of the Corporation as coplaintiff, any action with respect to any such retained or acquired asset or any matter connected therewith whenever notice requiring such action shall be given by the Corporation to the Receiver.

  • Compensation Claims Section 1. When an injury is reported the reference number will be given to the employee and when requested, a copy of the injury report will be furnished to the employee within two (2) working days of such request. A copy of the injury report will also be furnished to the Local Union if requested by a Local Union official. The Employer agrees to cooperate and make a reasonable effort to provide the disposition of employee on-the-job injury claims within ten (10) business days. No employee will be disciplined or threatened with discipline or retaliated against as a result of filing an on-the-job injury report. The Employer or its designee shall not visit an injured worker at his/her their home. The Employer shall provide the Union Co-chair of the National Safety and Health Committee with current summaries of the essential functions of all positions covered by this Agreement. The Union shall have the right to challenge any such summary through the applicable grievance procedure. Any employee who is adversely affected by any such summary shall have the right to challenge such summary through the applicable grievance procedure. Any such decisions or settlements rendered through the grievance procedure, including but not limited to, at arbitration, shall be based solely upon, and applicable to, the facts present in that individual case and shall have no precedential effect beyond that case. This stipulation is limited to cases involving or referencing essential job functions. The Employer shall provide Worker’s Compensation protection for all employees even though not required by state law or the equivalent thereof if the injury arose out of or in the course of employment. An employee who is injured on the job, and is sent home, or to a hospital, or who must obtain medical attention, shall receive pay at the applicable hourly rate for the balance of his/her their regular shift on that day. Upon receiving an employee’s timely report of injury, the Employer shall not pressure an employee to continue to work, nor shall the Employer interfere with an employee seeking medical attention. When, because of such pressure, an employee spends time in a clinic after his or her their normal finish time, the time spent shall be the subject of a pay claim through the grievance procedure. An employee who has returned to regular duties after sustaining a compensable injury, and who is required by the Worker’s Compensation doctor to receive additional medical treatment during the employee’s regularly scheduled working hours, shall receive the employee’s regular hourly rate of pay for such time. The Employer agrees to provide any employee injured locally immediate transportation, at the time of injury, from the job to the nearest appropriate medical facility and return to the job, or to the employee’s home, if required. In such cases, no representative of the Employer shall be permitted to accompany the injured worker while he/she is they are receiving medical treatment and/or being examined by the medical provider, without the employee’s consent. In the event that any employee sustains an occupational illness or injury while on a run away from the home terminal, the Employer shall obtain medical treatment for the employee, if necessary, and, thereafter, will provide transportation by bus, train, plane or automobile to the employee’s home terminal, if and when directed by a doctor. An employee that has a change in his/her their medical duty status shall report that change to the Employer. In the event of a fatality, arising in the course of employment while away from the home terminal, the Employer shall return the deceased to the home of the deceased at the point of domicile.

  • Claims and Proceedings 14 3.17 Taxes...................................................................15 3.18 Personnel...............................................................16

  • Released Claims In consideration of these additional benefits, you, on behalf of your heirs, spouse and assigns, hereby completely release and forever discharge Ikanos, its past and present affiliates, agents, officers, directors, shareholders, employees, attorneys, insurers, successors and assigns (collectively referred to as the “Company”) from any and all claims, of any and every kind, nature and character, known or unknown, foreseen or unforeseen, based on any act or omission occurring prior to the date of you signing this Release Agreement, including but not limited to any claims arising out of your offer of employment, your employment or termination of your employment with the Company or your right to purchase, or actual purchase of shares of stock of the Company (including, but not limited to, all rights related to or associated with stock options and restricted stock units), including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law. The matters released include, but are not limited to, any claims under federal, state or local laws, including claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”) as amended by, including but not limited to, the Older Workers’ Benefit Protection Act (“OWBPA”) and any common law tort contract or statutory claims, and any claims for attorneys’ fees and costs. You understand and agree that this Release Agreement extinguishes all claims, whether known or unknown, foreseen or unforeseen, except for those claims expressly described below. You expressly waive any rights or benefits under Section 1542 of the California Civil Code, or any equivalent statute. California Civil Code Section 1542 provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” You fully understand that, if any fact with respect to any matter covered by this Release Agreement is found hereafter to be other than or different from the facts now believed by you to be true, you expressly accept and assume that this Release Agreement shall be and remain effective, notwithstanding such difference in the facts.

  • Claims and Disputes A. Claims by the CONTRACTOR must be made in writing to the COUNTY within two (2) business days, unless another provision of this Agreement sets forth a different time frame, after the commencement of the event giving rise to such claim or the CONTRACTOR will be deemed to have waived the claim. All claims will be priced in accordance with the section in this document entitled “Changes in the Scope of Services”. B. The CONTRACTOR shall proceed diligently with its performance as directed by the COUNTY, regardless of any pending claim, action, suit, or administrative proceeding, unless otherwise agreed to by the COUNTY in writing. The COUNTY shall continue to make payments on the undisputed portion of the contract in accordance with the contract documents during the pendency of any claim. C. Claims by the CONTRACTOR will be resolved in the following manner: (1) Upon receiving the claim and supporting data, the COUNTY will within fifteen (15) calendar days respond to the claim in writing stating that the claim is either approved or denied. If denied, the COUNTY will specify the grounds for denial. The CONTRACTOR will then have fifteen (15) calendar days in which to provide additional supporting documentation, or to notify the COUNTY that the original claim stands as is.

  • Third Party Claims Each Notice of Claim given by Acquiror, which involves a third party (a “Third Party Claim”), shall be resolved as follows: (a) If, within thirty (30) days after a Notice of Claim is delivered to the Seller Representative, (x) the Seller Representative produces a notice of election and (y) such notice of election includes a written acknowledgment from the Seller Representative on behalf of the Seller Guarantors and the Sellers (the “Indemnifying Persons”) that the Indemnifying Persons would be required to indemnify the Acquiror Indemnified Persons for all Damages in connection with such Third Party Claim Notice, the Indemnifying Persons shall have the right, but not the obligation to (i) take control of the defense and investigation of such Third Party Claim, (ii) employ and engage attorneys of their own choice (subject to the approval of Acquiror, such approval not to be unreasonably withheld, conditioned or delayed) to handle and defend the same, at the Indemnifying Persons’ sole cost and expense, and (iii) compromise or settle such Third Party Claim, which compromise or settlement shall be made only with the written consent of Acquiror; provided, that such consent will not be required if such settlement includes an unconditional release of the Acquiror Indemnified Persons and provides solely for payment of monetary damages for which the Acquiror Indemnified Persons will be indemnified in full. Notwithstanding the foregoing, the Indemnifying Persons shall not have the right to assume the defense of a Third Party Claim if (1) the Indemnifying Persons fail to actively and diligently conduct the defense of the Third Party Claim (after notice and reasonable opportunity to cure), (2) the Acquiror Indemnified Persons have received advice from counsel that an actual or potential conflict exists between the Acquiror Indemnified Persons and the Indemnifying Persons in connection with the defense of such Third Party Claim, (3) such Third Party Claim seeks a finding or admission of a violation of any criminal Law by an Acquiror Indemnified Person, (4) such Third Party Claim seeks an injunction or other equitable remedies in respect of an Acquiror Indemnified Person or its business, (5) such Third Party Claim relates to a Material Customer or Material Supplier, or (6) such Third Party Claim is reasonably likely to result in Damages that, taken with any other then existing claims under this Article 12, would not be not be fully indemnified hereunder. (b) In the event that the Indemnifying Persons defend the Acquiror Indemnified Persons against a Third Party Claim, the Acquiror Indemnified Persons shall cooperate in all reasonable respects, at the Indemnifying Persons’ request, with the Indemnifying Persons and their attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom, including, if appropriate and related to such Third Party Claim, in making any counterclaim against the third party claimant, or any cross complaint against any Person, in each case, at the expense of the Indemnifying Persons. The Acquiror Indemnified Persons may, at their own sole cost and expense, monitor and further participate in (but not control) the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom. (c) Notwithstanding anything to the contrary herein, if the Indemnifying Persons do not assume such defense and investigation or does not acknowledge in writing within thirty (30) days after receipt of the Third Party Claim Notice its obligation to indemnify the Acquiror Indemnified Persons against any Damages arising from such Third Party Claim, then the Acquiror Indemnified Persons shall have the right to retain separate counsel of their choosing, defend such Third Party Claim and have the sole power to direct and control such defense (all at the cost and expense of the Indemnifying Persons if it is ultimately determined that the Acquiror Indemnified Persons are entitled to indemnification hereunder); it being understood that the Acquiror Indemnified Persons’ right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. Notwithstanding anything herein to the contrary, whether or not the Indemnifying Persons shall have assumed the defense of such Third Party Claim, the Acquiror Indemnified Persons shall not settle, compromise or pay such Third Party Claim for which they seeks indemnification hereunder without the prior written consent of the Indemnifying Persons, which consent shall not be unreasonably withheld, conditioned or delayed. (d) The Acquiror Indemnified Persons and the Indemnifying Persons shall use commercially reasonable efforts to avoid production of confidential information (consistent with Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. (e) Notwithstanding anything to the contrary in this Agreement, Section 8.1(d) shall exclusively govern S Corporation Tax Proceedings.

  • Notices of Claims and Litigation Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor.

  • Covered Claims Claim" means any claim, dispute or controversy between you and us that in any way arises from or relates to this Agreement, the Account, the issuance of any Card, any rewards program, any prior agreement or account. "Claim" includes disputes arising from actions or omissions prior to the date any Card was issued to you, including the advertising related to, application for or approval of the Account. "Claim" has the broadest possible meaning, and includes initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief). "Claim" does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, the prohibition against class proceedings, private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7 (the "Class Action Waiver"), the last sentence of Paragraph

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