Litigation; Defaults. Except as set forth on Schedule 5.23 hereto, there is no action, suit, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any of its Subsidiaries, any director, officer, agent, employee, consultant or other Person acting on the behalf of the Company or any of its Subsidiaries, or any properties of any of the foregoing, before or by any Governmental Authority, which (individually or in the aggregate) could reasonably be expected to (i) have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis, or (ii) impair the ability of the Company or any of its Subsidiaries to perform fully on a timely basis any obligation which the Company or such Subsidiary has or will have under any Transaction Document. Neither the Company nor any of its Subsidiaries is in violation of, or in default under (and there does not exist any event or condition which, after notice or lapse of time or both, would constitute such a default under), any term of its Charter Documents, or of any term of any agreement, Contract, instrument, judgment, decree, writ, determination, arbitration award, or Law (including, without limitation, those relating to labor, employment, occupational health and safety or similar matters) applicable to the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is bound, or to any properties of the Company or any of its Subsidiaries, except in each case to the extent that such violations or defaults, individually or in the aggregate, could not reasonably (a) affect the validity or enforceability of any Transaction Document, (b) have a Material Adverse Effect on the Company and its Subsidiaries on a consolidated basis, or (c) impair the ability of the Company or any of its Subsidiaries to perform fully on a timely basis any obligation which the Company or any such Subsidiary will have under any Transaction Document.
Litigation; Defaults. There is no action, suit, proceeding or investigation pending or, to the knowledge of the REIT, threatened against or affecting the REIT or any of the Subsidiaries, or any properties of any of the foregoing, before or by any court or arbitrator or any governmental body, agency or official which (individually or in the aggregate) could reasonably be expected to (i) have a Material Adverse Effect on the REIT and the Subsidiaries on a consolidated basis, or (ii) impair the ability of the REIT, to perform fully any material obligation which the REIT, has or will have under any Transaction Document. Neither the REIT nor any Subsidiary is in violation of, or in default under (and there does not exist any event or condition which, after notice or lapse of time or both, would constitute such a default under), any term of its Charter Documents or similar documents of any Subsidiary or of any term of any agreement, instrument, judgment, decree, order, statute, injunction, governmental regulation, rule or ordinance (including without limitation, those relating to zoning, city planning or similar matters) applicable to the REIT or any Subsidiary or to which the REIT or any Subsidiary is bound, or to any properties of the REIT and any Subsidiary, except in each case to the extent that such violations or defaults, individually or in the aggregate, would not reasonably be expected to (a) affect the validity of any Transaction Document, (b) have a Material Adverse Effect on the REIT and any Subsidiary on a consolidated basis, or (c) impair the ability of the REIT to perform fully any material obligation which the REIT has or will have under any Transaction Document.
Litigation; Defaults. There is no action, suit, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any of its Subsidiaries, or any properties of any of the foregoing, before or by any Governmental Authority, which would (i) have a Material Adverse Effect, or (ii) impair the ability of the Company to perform any material obligation which the Company has under any Transaction Document except as set forth on Schedule 5.5 or Schedule 5.11. Neither the Company nor any of its Subsidiaries is in violation of, or in default under (and there does not exist any event or condition which, after notice or lapse of time or both, would constitute such a default under), any term of its Charter Documents, or of any term of any agreement, Contract, instrument, judgment, decree, writ, determination, arbitration award, or Law applicable to the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is bound, or to any Properties of the Company or any of its Subsidiaries, except in each case to the extent that such violations or defaults would not (a) affect the validity or enforceability of any Transaction Document, (b) have a Material Adverse Effect or (c) impair the ability of the Company to perform any material obligation which the Company has under any Transaction Document except as set forth on Schedule 5.5 or Schedule 5.11.
Litigation; Defaults. There is no action, suit or proceeding pending, or to the knowledge of the Borrower threatened, against or affecting the Borrower or any of its Significant Subsidiaries before any court or arbitration tribunal or any governmental department, administrative agency or instrumentality, which, in the case of actions, suits or proceedings pending or threatened, is likely to, or, in the case of actions, suits or proceedings affecting the Borrower or any of its Significant Subsidiaries, will, materially adversely affect the ability of the Borrower to perform its obligations under this Agreement and the Notes in accordance with their terms. The Borrower and its Significant Subsidiaries are not in default in any respect which is likely to have a material adverse effect on the consolidated financial position or consolidated results of operations of the Borrower and its Consolidated Subsidiaries with respect to any law, rule, regulation order, writ, judgment, injunction, decree, determination or award presently in effect and applicable to the Borrower or any of its Significant Subsidiaries.
Litigation; Defaults. There is no action, suit, proceeding or investigation pending or, to the best of the Company's knowledge, threatened against or affecting the Company or any of its properties before or by any court or arbitrator or any governmental body, agency or official, which questions the validity of the Agreement, or which might impair the ability of the Company to perform fully on a timely basis any obligation which the Company has or will have under this Agreement or any other Transaction Document to which the Company is a party, or which (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. The Company is not in violation of, or in default under (and there does not exist any event or condition which, after notice or lapse of time or both, would constitute such a default under), any term of its Charter Documents, or of any term of any agreement, instrument, judgment, decree, order, statute, injunction, governmental regulation, rule or ordinance (including without limitation, those relating to zoning, city planning or similar matters) applicable to the Company or to which the Company is bound, or to any properties of the Company, except in each case to the extent that such violations or defaults, individually or in the aggregate, could not reasonably affect the validity of any Transaction Document, have a Material Adverse Effect, or impair the ability of the Company to perform fully on a timely basis any material obligation which the Company has or will have under this Agreement or any other Transaction Document to which the Company is a party.
Litigation; Defaults. Each Seller shall promptly advise Purchaser of (i) any litigation, arbitration proceeding or administrative hearing (including condemnation) before any governmental body or agency which affects its Shopping Center and (ii) receipt of a written notice of any default by such Seller under any Service Contract, Sponsorship Contract, REA or Lease affecting its Shopping Center or any such written notice given by such Seller.
Litigation; Defaults. (i) Except as set forth on Exhibit F attached hereto, there is no action, suit, proceeding or investigation involving NAMRC pending before any court, governmental commission, agency or instrumentality or before any arbitration board or tribunal, and, to Seller's knowledge, no such action, suit, proceeding or investigation has been threatened against Seller by any person, entity or governmental authority.
Litigation; Defaults. (a) Except as disclosed in the Asset Purchase Agreement or pending before the Bankruptcy Court, there are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened (i) that purport to affect or pertain to the Transactions or any Credit Document or (ii) that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Litigation; Defaults. 11 5.6 No Material Adverse Effect....................................... 11 5.7
Litigation; Defaults. There is no action, suit, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, or any properties of the Company, before or by any Governmental Authority or any other Person, which would (i) have a Material Adverse Effect, or (ii) impair the ability of the Company to perform any material obligation which the Company has under any Transaction Document, except as set forth on Schedule 5.5 or Schedule 5.11. Except as set forth on Schedule 5.5, the Company is not in violation of, or in default under (and there does not exist any event or condition which, after notice or lapse of time or both, would constitute such a default under), any term of its Charter Documents, or of any term of any agreement, Contract, instrument, judgment, decree, writ, determination, arbitration award, or Law applicable to the Company or to which the Company is bound, or to any Properties of the Company.
