Litigation; Compliance. There is no Claim, pending or to the knowledge of the Buyer threatened, nor is there any written Order outstanding, against the Buyer which would prevent the Buyer from being able to close the transactions contemplated by this Agreement.
Litigation; Compliance. (a) There are no civil, criminal, arbitration or administrative proceedings involving the Company or the Subsidiary, including claims on which, to the best knowledge of the Company, the Company or the Subsidiary may be vicariously liable. No such proceedings and no claims of any nature are pending or threatened by, or, to the best knowledge of the Company, against the Company, the Subsidiary, or the directors of the Company or the Subsidiary (in their capacity as such) or any such person or in respect whereof the Company or the Subsidiary is liable to indemnify any party concerned and, to the best knowledge of the Company, there are no facts likely to give rise to any such proceedings.
(b) Neither the Company nor the Subsidiary is in default with respect to any order, writ, judgment, injunction or decree known to or served upon the Company or the Subsidiary of any court or governmental body, department, commission, board, bureau, agency or instrumentality, domestic or foreign. Except as set forth in Schedule 3.13(b), there is no action or suit by the Company or the Subsidiary pending, threatened or contemplated against others.
(c) The Company and the Subsidiary have complied, in all material respects, with all laws, rules, regulations and orders applicable to the Company or the Subsidiary and its business, operations, properties, assets, products and services. The Company and the Subsidiary each has all necessary permits, licenses, registrations, franchises, approvals, exemptions and other authorisations required to conduct its business as conducted and as proposed to be conducted and, each of the Company and the Subsidiary has been operating its business pursuant to and in compliance with the terms of all such permits, licenses, registrations, franchises, approvals, exemptions and other authorisations. Such permits, licenses, registrations, franchises, approvals, exemptions and other authorisations have been validly issued, and the Company and the Subsidiary have complied in all material respects with all conditions of permits, licenses, registrations, franchises, approvals, exemptions and other authorisations applicable to them. No default or violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any such permits, licenses, registrations, franchises, approvals, exemptions and other authorisations. All such permits, licenses, registrations, franchises, approval...
Litigation; Compliance. Except as disclosed in writing to the Banks prior to the date hereof, there are no legal or arbitral proceedings or any proceedings by or before any Governmental Authority now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its Subsidiaries which, if adversely determined, would cause a Material Adverse Change. The Company and its Subsidiaries comply in all material respects with all applicable material (based on the Company and its Subsidiaries taken as a whole) Legal Requirements (other than the Applicable Environmental Laws, representations and warranties regarding which are found in SECTION 8.13). Neither the Company nor any of its Subsidiaries is in default in any material respect under, or in violation of, any material (based on the Company and its Subsidiaries taken as a whole) judgment, order or decree of any Governmental Authority.
Litigation; Compliance. (a) The Plaintiffs shall, as part of the resolution of the Class Action, consent to the dismissal of the Class Action on a with prejudice and without costs basis.
(b) The Defendant shall consent to the dismissal of the Class Action on a with prejudice and without costs basis.
Litigation; Compliance. (i) There is no Proceeding pending or, to the best of Borrower’s knowledge, threatened against Borrower or any of Subsidiaries of Borrower which would have a Material Adverse Effect.
(ii) Borrower is neither (A) in violation of any applicable Law, or (B) subject to or in default with respect to any Court Order.
Litigation; Compliance. (a) There are no actions, suits, proceedings or arbitrations or governmental investigations pending or, to Systems' knowledge, threatened against, by or affecting Systems (or, to the best of Systems' knowledge, any basis therefor) in which, individually or in the aggregate, an unfavorable determination could materially affect the company's business or Systems' earnings or condition (financial or otherwise) or any of its assets or any of System's assets or result in any material liability on the part of Systems or impede the execution and performance of this Agreement or any of the transactions or events contemplated hereby or could declare this Agreement unlawful or cause the rescission of any of the transactions hereunder or require Systems to divest itself of its assets or any of System's assets to be acquired pursuant hereto, nor has any such suit been pending within the three (3) years prior to the Closing Date. Systems has received no notice that it has been charged with or received notice of any violation of any applicable federal, provincial, local or foreign law, rule, regulation, ordinance, order or decree relating to its assets or any of System's assets, or the operation of Systems' business, and Systems are not aware of any threatened claim of such violation (including any investigation or informal inquiry). Systems and the Stockholders are not aware of any basis for any claim or charge of such violation.
(b) Systems has complied and is in compliance with, all material respects, all laws, rules, regulations, ordinances, orders, decrees, writs, injunctions, building codes, safety, fire and health approvals, certificates of occupancy or other governmental restrictions applicable to Systems and its assets.
(c) Systems has all governmental licenses, permits, approvals or other authorizations required for the conduct of the business as presently conducted. All of such licenses, permits or approvals are in full force and effect; there is no action pending or to the knowledge of Systems and its shareholders, threatened to terminate rights under any such governmental licenses, permits or authorizations.
Litigation; Compliance. No action, complaint, petition, suit, claim, order, ruling, injunction, judgment, decree, investigation or other proceeding, whether civil or criminal, in law or in equity, or before any arbitrator or governmental body, is pending or threatened, nor is there any basis therefore, against or affecting the Seller, the Purchased Assets (or the use, operation or value thereof), the Business, Seller’s ability to perform under this Agreement or any other Transaction Document or any aspect of the transaction contemplated by this Agreement. The Business has been conducted in accordance with all applicable laws and regulations.
Litigation; Compliance. Except as disclosed on Schedule 4.11 hereto, (a) there has been no notice of any Claim pending or, to the knowledge of the Company, threatened nor is there any Order outstanding, against or otherwise involving the Company, its Subsidiary or any of their respective rights, properties or assets; (b) neither the Company nor its Subsidiary has received any notice claiming any violation of any Law or Order from any Governmental Entity and neither the Company nor its Subsidiary is subject to any Order; and (c) the Business of the Company and its Subsidiary is conducted in accordance in all material respects with all applicable Laws, ordinances, licenses or Permits of any Governmental Entity.
Litigation; Compliance. Except as disclosed on Schedule 4.11 hereto, (A) there has been no written or oral notice of any Claim pending or, to the knowledge of ATG, threatened nor is there any written Order outstanding, against any Company; (B) no Company has received any notice claiming any violation of any Law or Order from any Governmental Entity and no Company is subject to any Order; (C) the Business of each Company is, and has at all times been, conducted in accordance in all material respects with all applicable Laws, ordinances, licenses or Permits of any Governmental Entity.
Litigation; Compliance. Except as set forth in Schedule F.10, attached hereto and incorporated herein, there is no suit, action, Claim, arbitration, administrative or legal or other proceeding, or governmental investigation pending or, to Seller's Knowledge threatened, against or related to Seller with respect to or against the Business, nor any failure to comply with, nor any Default under, any Law, or order applicable to, nor any violation of or Default with respect to any order, writ, injunction, judgment, or decree of any court or Governmental Entity or other instrumentality issued or pending against Seller or the Business which is reasonably expected to have a Material Adverse Effect.
