Litigation; Labor Disputes. (i) Except as set forth on Schedule 3.2(j)(i) to this Participation Agreement, none of the Sponsor Parties has received written notice of, nor to the Sponsor’s Knowledge does their exist, any pending or threatened action, suit, proceeding, or investigation by, of or before a Governmental Authority, of any kind (i) that relates to any transactions contemplated by any of the Transaction Documents or (ii) to which such Sponsor Party or, to Sponsor’s Knowledge, any Major Project Participant is a party, in either case, that has had or could reasonably be expected to have a Material Adverse Effect.
(ii) None of the Sponsor Parties has received written notice, and Sponsor does not otherwise have Knowledge, of any injunction, writ, or preliminary restraining order of any nature issued by an arbitrator, court or other Governmental Authority directing that any of the transactions provided for in any of the Transaction Documents not be consummated as herein or therein provided. To Sponsor’s Knowledge, no such injunction, writ, or preliminary restraining order exists.
(iii) There has been no strike, slowdown or work stoppage by the employees of any of the Sponsor Parties or, to Sponsor’s Knowledge, any Major Project Participant that is ongoing, or, to Sponsor’s Knowledge, currently threatened, that has caused, or could reasonably be expected to cause, a Material Adverse Effect.
(iv) Each of the Sponsor, BSII, BSCM and BSOI has valid and binding non-disclosure and assignment of invention agreements with all of its respective employees.
(v) None of the Project Entities has any employees.
Litigation; Labor Disputes. Except as set forth in Schedule 5.5, there is no action, suit, other legal proceeding, arbitral proceeding, inquiry or investigation pending or, to the Borrower’s knowledge, threatened, by or before any Governmental Authority or in any arbitral or other forum, nor any order, decree or judgment in effect, pending, or, to the Borrower’s knowledge, threatened, (a) against or affecting any Borrower Party or any of its Properties or rights or (b) to the Borrower’s knowledge, against or affecting any Project Participant or any of its Properties or rights, that, in the case of this clause (b), (i) relates to the Project, any of the Transaction Documents or any of the transactions contemplated thereby or (ii) has, or if adversely determined, could reasonably be expected to have, either a Material Adverse Effect or a material adverse effect on the ability of any Material Project Participant to timely perform any of its material obligations under any of the Material Project Documents to which it is a party. There are no ongoing, or, to the knowledge of the Borrower, currently threatened, strikes, slowdowns or work stoppages by the employees of any Borrower Party, any EPC Contractor or any Operator.
Litigation; Labor Disputes. (a) There (i) is no action, suit, bankruptcy proceeding, other legal proceeding, arbitral proceeding, inquiry or investigation pending or, to the best of the Borrower’s knowledge, threatened, against it by or before any Governmental Authority or in any arbitral or other forum, nor any order, decree or judgment in effect, pending, or, to the best of the Borrower’s knowledge, threatened, that has a reasonable possibility of being adversely determined and if adversely determined, could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and (ii) are no ongoing, or, to the best knowledge of the Borrower, currently threatened, strikes, slowdowns or work stoppages by the employees of the Borrower that could reasonably be expected to result in a Material Adverse Effect.
(b) There is no action, suit, other legal proceeding, arbitral proceeding, inquiry or investigation pending or, to the best of each Guarantor’s knowledge, threatened, against it by or before any Governmental Authority or in any arbitral or other forum, nor any order, decree or judgment in effect, pending, or, to the best of each Guarantor’s knowledge, threatened, that has a reasonable possibility of being adversely determined and if adversely determined, could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Litigation; Labor Disputes. (a) Except as set forth on Schedule 5.11 to the Disclosure Letter (or otherwise disclosed in writing to the Loan Servicer pursuant to Section 6.1(h)(ii) following the Financial Closing Date), there is no pending or threatened (in writing) action, suit, or proceeding, or investigation by a Governmental Authority, of any kind, including any action or proceeding of or before any Governmental Authority, that (i) relates to the Project or to any transactions contemplated by any of the Transaction Documents or (ii) to which the Borrower, the Sponsor or, to the Borrower’s Knowledge, any other Major Project Participant is a party. No such pending or threatened action, suit or proceeding, either singly or in the aggregate, has, or could reasonably be expected to have, a Material Adverse Effect.
(b) The Borrower has not failed to observe in any material respect any order of any court, arbitrator, administrative agency or other Governmental Authority that has, or could reasonably be expected to have, a Material Adverse Effect. There is no injunction, writ, or preliminary restraining order of any nature issued by an arbitrator, court or other Governmental Authority having jurisdiction over the Borrower or the Project directing that any of the transactions provided for in any of the Transaction Documents not be consummated as herein or therein provided.
(c) There are no strikes, slowdowns or work stoppages by the employees of any of the Borrower or, to the Borrower’s Knowledge, any Major Project Participant on-going, or, to the Knowledge of the Borrower, currently threatened in writing, that would reasonably be expected to cause a Material Adverse Effect.
Litigation; Labor Disputes. (a) Other than the License Proceedings, (i) there is no action, suit, bankruptcy proceeding (concurso mercantil), other legal proceeding, arbitral proceeding, inquiry or investigation pending or, to the best of the Borrower’s knowledge, threatened, against it by or before any Governmental Authority or in any arbitral or other forum, nor any order, decree or judgment in effect, pending, or, to the best of the Borrower’s knowledge, threatened, that has a reasonable possibility of being adversely determined and if adversely determined, may have a Material Adverse Effect; and (ii) there are no ongoing, or, to the best knowledge of the Borrower, currently threatened, strikes, slowdowns or work stoppages by the employees of the Borrower that could reasonably be expected to have a Material Adverse Effect.
(b) Other than the License Proceedings, there is no action, suit, other legal proceeding, arbitral proceeding, inquiry or investigation pending or, to the best of each Guarantor’s knowledge, threatened, against it by or before any Governmental Authority or in any arbitral or other forum, nor any order, decree or judgment in effect, pending, or, to the best of each Guarantor’s knowledge, threatened, that has a reasonable possibility of being adversely determined and if adversely determined, could reasonably be expected to have a Material Adverse Effect.
(c) The License Proceedings do not and could not reasonably be expected to have a Material Adverse Effect.
Litigation; Labor Disputes. (i) Except as set forth on Schedule 4.2(i)(i) to this Agreement, none of the Borrower Parties has received written notice of any pending or threatened action, suit, proceeding, or investigation by, of or before a Governmental Authority, of any kind (i) that relates to any transactions contemplated by any of the Transaction Documents or the Loan Documents or (ii) to which such Borrower Party or, to Borrower’s Knowledge, any Major Project Participant is a party, that has had or could reasonably be expected to have a Material Adverse Effect. To Borrower’s Knowledge no such action, suit, proceeding, or investigation is pending or threatened.
(ii) None of the Borrower Parties has received written notice of any injunction, writ, or preliminary restraining order of any nature issued by an arbitrator, court or other Governmental Authority directing that any of the transactions provided for in any of the Transaction Documents or the Loan Documents not be consummated as herein or therein provided. To Borrower’s Knowledge, no such injunction, writ, or preliminary restraining order exists.
(iii) There has been no strike, slowdown or work stoppage by the employees of any of the Borrower Parties or, to Borrower’s Knowledge, any Major Project Participant that is ongoing, or, to Borrower’s Knowledge currently threatened, that has caused, or could reasonably be expected to cause, a Material Adverse Effect.
(iv) None of the Borrower Parties have any employees.
Litigation; Labor Disputes. (a) No member of the Borrower Group is in default with respect to any order of any court, arbitrator, administrative agency or other Governmental Authority, other than any order that is the subject of a Good Faith Contest or other order the default under which, or the non-compliance with which, would not result in a Material Adverse Effect. There is no injunction, writ, or preliminary restraining order of any nature issued by an arbitrator, court or other Governmental Authority directing that any of the transactions provided for in any of the Financing Agreements not be consummated as herein or therein provided. There is no action, suit, investigation or proceeding (including any appeal by any Person of a Permit) by or before any court, arbitrator, administrative agency or other Governmental Authority pending or, to the best knowledge of each member of the Borrower Group, threatened against or affecting any member of the Borrower Group (or any of such party's properties, revenues or assets) which constitutes a Material Adverse Effect.
(b) There are no strikes, slowdowns or work stoppages by the employees of any member of the Borrower Group or any Vendor, on-going, or, to the best knowledge of each such member, currently threatened, which constitute a Material Adverse Effect.
Litigation; Labor Disputes. Other than any such actions which have only been threatened and have not and could not reasonably be expected to have a Material Adverse Effect, there is no action, suit, other legal proceeding, arbitral proceeding, inquiry or investigation pending or, to the best of the Borrower’s knowledge, threatened by or before any Governmental Authority or in any arbitral or other forum, nor any order, decree or judgment in effect, pending, or, to the best of the Borrower’s knowledge, threatened (a) against or affecting the Borrower or any material part of its Properties or rights, or (b) to the best of the Borrower’s knowledge, against or affecting any Project Participant or any of its Properties or rights, that, in the case of this clause (b), (i) relates to the Project, any of the Transaction Documents to which such Project Participant is a party or any of the transactions contemplated thereby, and (ii) has, or could reasonably be expected to have, a Material Adverse Effect. There are no ongoing, or currently threatened, strikes, slowdowns or work stoppages by the employees of the Borrower or the Operator or, to the best knowledge of the Borrower and which have, or could reasonably be expected to have, a Material Adverse Effect, the Building Contractor or Petrobras.
Litigation; Labor Disputes. (a) Except as disclosed in writing to the Credit Parties, there is no pending or threatened (in writing) action, suit, proceeding or investigation (by a Governmental Authority) of any kind, including no action or proceeding of or before any Governmental Authority, that (i) relates to any of the transactions contemplated by the Sponsor Support Agreement or any of the Transaction Documents to which it is party or (ii) to which the Sponsor, to the Sponsor’s Knowledge, any Major Project Participant (other than the Front-End Construction Contractor) is a party, in either case, that has, or could reasonably be expected to have, a Material Adverse Effect.
(b) The Sponsor has not failed to observe in any material respect any order of any court, arbitrator, administrative agency or other Governmental Authority that has, or could reasonably be expected to have, a Material Adverse Effect. There is no injunction, writ, or preliminary restraining order of any nature issued by an arbitrator, court or other Governmental Authority directing that any of the transactions provided for in this Agreement or any of the Transaction Documents to which it is party not be consummated as herein or therein provided.
Litigation; Labor Disputes. 61 6.10 TAX RETURNS AND PAYMENTS.............................................................. 61 6.11 CAPITALIZATION........................................................................ 62 6.12 SUBSIDIARIES.......................................................................... 62 6.13 COMPLIANCE WITH APPLICABLE LAW........................................................ 63 6.14 PROPERTY RIGHTS....................................................................... 63 6.15 SINGLE-PURPOSE........................................................................ 63 6.16 FEES AND ENFORCEMENT.................................................................. 63 6.17 FOREIGN EXCHANGE APPROVALS............................................................ 64 6.18 LIENS................................................................................. 64 6.19 TITLE................................................................................. 64 6.20 LOAN DOCUMENTS........................................................................ 64 6.21
