Litigation, Judgments, Etc. As of the date hereof, except as is disclosed in Schedule 3.9, except for proceedings affecting the cable television industry generally, and except for lawsuits being defended by the Company's insurance carriers for which there is adequate coverage, there are no lawsuits or legal proceedings pending or to the Company's knowledge threatened against, and no judgments or orders outstanding against or otherwise specifically related to, any Company Entity or any Company Entity's officers, directors or shareholders, in each case which individually or in the aggregate have had or could reasonably be expected to have a Company Material Adverse Effect or could materially and adversely affect the ability of the Company to perform its obligations under this Agreement.
Litigation, Judgments, Etc. Except as described on Schedule 3(m) attached hereto, there are no actions, suits, investigations or proceedings to which the Company or any subsidiary of the Company or the Seller is a party pending in any court or before or by any federal, state or other governmental department, commission, agency or other instrumentality (excluding any rule making, investigation, or similar proceeding of general applicability and any appeal or petition for review relating thereto), or before any arbitrator, that reasonably may be expected to result in a Material Adverse Effect or which would prohibit or restrain the consummation of the transactions contemplated hereby, and neither the Seller nor the Company has received written notice threatening any such matter. Neither the Seller nor the Company is in default with respect to any judgment, order, writ, injunction, decree or award applicable to it of any court or other governmental instrumentality or arbitrator having jurisdiction over it, the results of which would have a Material Adverse Effect or which would prohibit or restrain the consummation of the transactions contemplated hereby.
Litigation, Judgments, Etc. Except as set forth in Schedule 3.10, there are no Proceedings pending or, to the knowledge of any Seller, threatened (excluding any rulemaking, investigation or similar proceeding of general applicability and any appeal or petition for review relating thereto) to which any Seller is a party that involves the Mass Markets Business or that otherwise involves the Mass Markets Business or any of the Specified Assets. No Seller has received any notice of default or violation and, to the knowledge of the Sellers, no Seller is in default with respect to any judgment, order, writ, injunction, decree or award applicable to it of Governmental Entity or arbitrator having jurisdiction over it.
Litigation, Judgments, Etc. Except as set forth in Schedule 4.8, there are no Proceedings pending or, to the knowledge of the Buyer, threatened (excluding any rulemaking, investigation or similar proceeding of general applicability and any appeal or petition for review relating thereto) to which the Buyer is a party or that involves the Buyer. To the knowledge of the Buyer, the Buyer is not in default with respect to any judgment, order, writ, injunction, decree or award applicable to it of Governmental Entity or arbitrator having jurisdiction over it. TNPC hereby represents and warrants to the Sellers as follows:
Litigation, Judgments, Etc. Except as described on Schedule 5.1(m) attached hereto, there are no actions, suits, investigations or proceedings by or against Seller or that otherwise relate to or may affect the Business, Assets or Assumed Liabilities or that as of the date of this Agreement challenge or may have the effect of preventing, delaying or otherwise interfering with the performance and consummation of this Agreement pending in any court or before or by any federal, state, tribal or other governmental department, commission, agency or other instrumentality (excluding any rule making, investigation, or similar proceeding of general applicability and any appeal or petition for review relating thereto), or before any arbitrator, and Seller has not received written notice threatening any such matter and, to Seller’s knowledge none has been threatened, and Seller has no knowledge of any basis therefor. Seller is not in default with respect to any judgment, order, writ, injunction, decree or award applicable to it of any court or other governmental instrumentality or arbitrator having jurisdiction over it, and all such judgments, orders, writs, injunctions, decrees or awards are listed on Schedule 5.1(m).
Litigation, Judgments, Etc. No Company is subject to, or aware of the threat of, any Litigation which is reasonably likely to be determined adversely to any Company, and, if so adversely determined, could (individually or collectively with other Litigation) be a Material Adverse Event. There are no outstanding orders or judgments for the payment of money in excess of $35,000,000 (individually or collectively) or any warrant of attachment, sequestration, or similar proceeding against any Company's assets having a value (individually or collectively) of $35,000,000 or more which is not either (a) stayed on appeal, or (b) being diligently contested in good faith by appropriate proceedings and adequate reserves have been set aside on the books of such Company in accordance with GAAP. There are no formal complaints, suits, claims, investigations, or proceedings initiated at or by any Governmental Authority pending or, to any Borrower's knowledge, threatened by or against any Company which could be a Material Adverse Event, nor any judgments, decrees, or orders of any Governmental Authority outstanding against any Company that could be a Material Adverse Event.
Litigation, Judgments, Etc. Except as set forth in Schedule 3.8, there are no Proceedings pending or, to the Knowledge of Seller, threatened (excluding any rulemaking, investigation or similar proceeding of general applicability and any appeal or petition for review relating thereto) to which Seller is a party that involves the Business or any of the Specified Assets, and Seller is not subject to any judgment, order, writ, injunction, decree, consent, stipulation or award of or any agreement with any Governmental Entity or arbitrator having jurisdiction over it which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect with respect to the Business or the Specified Assets. Seller has not received any notice of default or violation and, to its Knowledge, except as set forth in Schedule 3.8, Seller is in substantial compliance with any judgment, order, writ, injunction, decree, consent, stipulation, award or agreement applicable to it of any Governmental Entity or arbitrator having jurisdiction over it with respect to the Business or the Specified Assets.
Litigation, Judgments, Etc. Except for the FPC Dispute, there is no dispute, action, suit, proceeding or investigation pending or, to Gateway's best knowledge, threatened against or affecting Bank Plus or Gateway that relates to the CalPERS Business in any court or before or by any federal, state or other governmental department, commission, agency or other instrumentality, or before any arbitrator. There are no bankruptcy, reorganization or arrangement proceedings pending, or, to the best knowledge of Bank Plus and Gateway, being contemplated by or threatened against Bank Plus or Gateway.
Litigation, Judgments, Etc. Except as is disclosed in Schedule 3.8 and except for proceedings affecting the cable television industry or in-room video entertainment services industry generally, (i) as of the date of this Agreement, there are no lawsuits or legal proceedings pending or to PSD's knowledge threatened against, and no judgments or orders outstanding against or otherwise specifically related to, any PSD Entity or any PSD Entity's officers, directors or shareholders which could materially and adversely affect the ability of PSD to perform its obligations under this Agreement, and (ii) except for lawsuits being defended by PSD's insurance carriers for which there is adequate coverage, there are no other lawsuits or other legal proceedings pending or to PSD's knowledge threatened against, and no judgments or orders outstanding against or otherwise specifically related to, (x) any PSD Entity, or (y) any PSD Entity's officers, directors or shareholders relating to any PSD Entity's business or properties. None of the PSD Entities is in default or violation under any writ, injunction, order or decree of any court or arbitration panel, or any federal, state, local or other governmental department, commission, board, bureau, agency or instrumentality.
Litigation, Judgments, Etc. Except as disclosed in the Disclosure Schedule, there are no actions, claims, suits, investigations or proceedings to which either Company is a party pending or, to the Knowledge of the Shareholder, threatened in any court or before or by any federal, state or other governmental department, commission, agency or other instrumentality (excluding any rulemaking, investigation or similar proceeding of general applicability and any appeal or petition for review relating thereto), or before any arbitrator, that may have a Material Adverse Effect or which seeks to prohibit, restrict or delay consummation of the transactions contemplated hereby. Neither Company is in default with respect to any judgment, order, writ, injunction, decree or award applicable to it of any court or other governmental instrumentality or arbitrator having jurisdiction over it. The Companies have all material permits, certificates, licenses, approvals, and other authorizations which are required in connection with the operation of their business, all such permits, certificates, licenses, approvals and other authorizations are in full force and effect and there is no basis for any breach thereof to be threatened. Each Company is exercising reasonable efforts, to the extent customary in its businesses, to comply with all statutes, rules and regulations applicable to it of governmental authorities having jurisdiction over it, and is not in violation of or in default with respect to any statute, or any rule or regulation applicable to it of any governmental authority having jurisdiction over it, which violation or default individually or in the aggregate may have a Material Adverse Effect.
