Litigation, Claims and Proceedings. Neither Adventist Health nor Buyer has been served with any summons, complaint or written notice to arbitrate, and no suit, litigation, claim (equitable or legal), administrative arbitration, investigation or other proceeding is pending or threatened against the respective Adventist Party by or before any court, governmental department, commission, board, bureau, agency, mediator, arbitrator or other person or instrumentality, which would materially and adversely affect Buyer’s ability to perform its obligations hereunder and consummate the transactions contemplated by this Agreement.
Litigation, Claims and Proceedings. Except as set forth in Schedule 4.17, Seller has not been served with any summons, complaint or written notice to arbitrate, and no suit, litigation, claim (equitable or legal), administrative arbitration, investigation or other proceeding is pending or to Seller’s knowledge, threatened, against Seller or affecting the Acquired Assets, the Hospital, or the business of Seller by or before any court, governmental department, commission, board, bureau, agency, mediator, arbitrator or other person or instrumentality, except: (a) the malpractice or negligence actions, claims, suits or proceedings set forth in Schedule 4.17; (b) the contract or general liability actions, claims, suits, or proceedings set forth in Schedule 4.17; and (c) Seller’s pending Chapter 9 Proceeding and the claims, objections and proceedings therein. None of the actions, claims, suits, proceedings and matters set forth in Schedule 4.17 materially affects the value of the Acquired Assets, materially impairs the ability of Seller to perform Seller’s obligations hereunder, or involves the likelihood of any material and adverse effect on the ability of Buyer to use the Acquired Assets purchased hereunder as previously used by Seller.
Litigation, Claims and Proceedings. The Borrower has not been served with any summons, complaint or written notice to arbitrate, and no suit, litigation, claim (equitable or legal), administrative arbitration, investigation or other proceeding is pending or to the Borrower’s knowledge, threatened, against the Borrower or affecting the Assets, or the business of the Borrower by or before any court, governmental department, commission, board, bureau, agency, mediator, arbitrator or other person or instrumentality, except: (a) the malpractice or negligence actions, claims, suits or proceedings set forth in Schedule 3.5(a); (b) the contract or general liability actions, claims, suits, or proceedings set forth in Schedule 3.5(b); and (c) the Borrower’s pending Chapter 9 Proceeding and the claims, objections and proceedings therein. None of the actions, claims, suits, proceedings and matters set forth in Schedules 3.5(a) and 3.5(b) materially affects the value of the Assets or materially impairs the ability of the Borrower to perform the Borrower’s Obligations.
Litigation, Claims and Proceedings. Except as set forth in Section 4.10 of the Disclosure Schedule, there are no actions, lawsuits, proceedings or investigations that have been brought by or against any Governmental Authority or any other Person pending or, to the Knowledge of Seller, threatened, against or by either Company or any Subsidiary of a Company or any of their properties, assets or businesses, except those that would not, individually or in the aggregate, reasonably be expected to be material to the Companies and their Subsidiaries, taken as a whole. There are no existing Governmental Orders naming a Company or any Subsidiary of a Company as an affected party.
Litigation, Claims and Proceedings. There are no claims or actions that have been brought by or against any Governmental Authority or any other Person pending or, to the Knowledge of Interval and Purchaser, threatened against or by either Interval or Purchaser or any of its Subsidiaries or assets that would, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. To the Knowledge of Interval and Purchaser, there are no existing Governmental Orders naming Interval, Purchaser or any of their respective Subsidiaries as an affected party that, individually or in the aggregate, have had or would reasonably be expected to have a Purchaser Material Adverse Effect. There are no outstanding judgments against Interval, Purchaser or any of their respective Subsidiaries that, individually or in the aggregate, have had or would reasonably be expected to have a Purchaser Material Adverse Effect.
Litigation, Claims and Proceedings. Except as set forth in Schedule 3.14 of the Company Disclosure Schedule, there are no actions, suits, legal or administrative proceedings or investigations pending or threatened, against or relating to the Company, its officers, directors or employees, its properties, assets or business or the transactions contemplated by this Agreement, and neither the Company nor the Stockholders know of, nor have any reason to be aware of, any basis for the same.
Litigation, Claims and Proceedings. 10 3.15 Taxes....................................................................10 3.16
Litigation, Claims and Proceedings. Except as set forth in Schedule 4.8 of the Industrialex Disclosure Schedule, there are no actions, suits, legal or administrative proceedings or investigations pending or threatened against or relating to Industrialex, its officers, directors or employees, its properties, assets or business or the transactions contemplated by this Agreement, and Industrialex does not know of, nor has any reason to be aware of, any basis for the same.
Litigation, Claims and Proceedings. Except as listed in Schedule 3.12, as of the date of this Agreement, there is no legal judgment, injunction, order, decree, suit, action, arbitration, administrative or other proceeding, or governmental investigation issued, pending or threatened in writing by or against any Seller or Transferred Entity which (a) involves a claim for damages in excess of $500,000.00, (b) involves a claim for unspecified damages where such damages would reasonably be expected to exceed $500,000.00 or (c) involves material injunctive or equitable relief.
Litigation, Claims and Proceedings. Except as set forth in Schedule 6.12 attached hereto, as of the date hereof there are no (i) judgments, orders, writs or injunctions of any foreign or U.S. federal, state or local court or governmental authority presently pending or, to Sellers' Knowledge, threatened against CDG, the Business or the Shares or by which any of the Assets or the Shares are or would be bound or (ii) lawsuits, actions, arbitrations, claims, governmental proceedings or notices of violation presently pending or, to Sellers' Knowledge, threatened to which CDG is a party (as plaintiff, defendant or otherwise) which relate to CDG, the Shares or the Business, except in the case of each of clauses (i) and (ii) for Liabilities which are not set forth on Schedule 4.1(a). As of the date hereof, there is no lawsuit, action, arbitration or governmental proceeding pending to which any of CDG and its affiliates is a party which seeks to prevent the consummation, or otherwise challenges the validity, of the transactions contemplated hereby.
