Common use of Litigation; Laws and Regulations Clause in Contracts

Litigation; Laws and Regulations. Except as would not, individually or in the aggregate, have an NMCI Material Adverse Effect: (a) There are no (i) civil, criminal, regulatory or administrative actions, suits, claims, hearings, demands, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) pending or, to the knowledge of NMCI, threatened against or affecting the NMCI Group Entities, their assets, or any of the operations of the NMCI Group Entities related thereto or (ii) judgments, orders, decrees or injunctions of any Governmental Entity, whether at law or in equity (“Orders”), against or affecting the NMCI Group Entities, their assets, or any of the operations of the NMCI Group Entities related thereto. (b) None of the NMCI Group Entities (i) is in violation of or in default under its Governing Documents or (ii) is in violation of any applicable Law, except in the case of each of clause (i) and (ii) for such violations or defaults that would not, individually or in the aggregate, have an NMCI Material Adverse Effect. (c) Without limiting the generality of Section 3.7(b), none of the NMCI Group Entities or, to the knowledge of NMCI, any Representative of any of the foregoing (in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-corruption Laws that are applicable to any NMCI Group Entity; (ii) has, to the knowledge of NMCI, been given written notice by any Governmental Entity of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the knowledge of NMCI, is being (or has been) investigated by any Governmental Entity except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, an NMCI Material Adverse Effect.

Appears in 3 contracts

Samples: Merger Agreement (Navios Maritime Containers L.P.), Merger Agreement (Navios Maritime Partners L.P.), Merger Agreement (Navios Maritime Partners L.P.)

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Litigation; Laws and Regulations. Except as would not, individually or in the aggregate, have an NMCI a BNL Material Adverse Effect: (a) There are no (i) civil, criminal, regulatory or administrative actions, suits, claims, hearings, demands, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) Proceedings pending or, to the knowledge of NMCIBNL or BNL OP, threatened against or affecting the NMCI BNL Group Entities, their assets, or any of the operations of the NMCI BNL Group Entities related thereto or (ii) judgments, orders, decrees or injunctions of any Governmental Entity, whether at law or in equity (“Orders”), Orders against or affecting the NMCI BNL Group Entities, their assets, or any of the operations of the NMCI BNL Group Entities related thereto. (b) None of the NMCI BNL Group Entities (i) is in violation of or in default under its Governing Documents or (ii) is in violation of any applicable Law, except in the case of each of clause (i) and (ii) for such violations or defaults that would not, individually or in the aggregate, have an NMCI a BNL Material Adverse Effect. (c) Without limiting the generality of Section 3.7(b5.7(b), none of the NMCI BNL Group Entities or, to the knowledge of NMCIBNL or BNL OP, any consultant, agent or Representative of any of the foregoing (in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Act, and or any other U.S. and foreign anti-corruption Laws that are applicable to any NMCI BNL Group Entity; (ii) has, to the knowledge of NMCIBNL or BNL OP, been given written notice by any Governmental Entity of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such personPerson; and (iii) to the knowledge of NMCIBNL or BNL OP, is being (or has been) investigated by any Governmental Entity except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, an NMCI a BNL Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Broadstone Net Lease, Inc.)

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Litigation; Laws and Regulations. Except as would not, individually or in the aggregate, have an NMCI a BRE Material Adverse Effect: (a) There are no (i) civil, criminal, regulatory or administrative actions, suits, claims, complaint, hearings, demands, arbitrations, inquiries, subpoenas, investigations or proceedings (“Proceedings”) pending or, to the knowledge of NMCIBRE, threatened against or affecting any of the NMCI BRE Group Entities, their assets, or any of the operations of the NMCI BRE Group Entities related thereto or (ii) judgments, orders, decrees or injunctions of any Governmental Entity, whether at law or in equity (“Orders”), against or affecting any of the NMCI BRE Group Entities, their assets, or any of the operations of the NMCI BRE Group Entities related thereto. (b) None of the NMCI BRE Group Entities (i) is in violation of or in default under its Governing Documents or (ii) is in violation of any applicable Law, except in the case of each of clause clauses (i) and (ii) for such violations or defaults that would not, individually or in the aggregate, have an NMCI a BRE Material Adverse Effect. (c) Without limiting the generality of Section 3.7(b3.6(b), none of the NMCI BRE Group Entities or, to the knowledge of NMCIBRE, any consultant, agent or Representative of any of the foregoing (in their respective capacities as such), (i) has violated the U.S. Foreign Corrupt Practices Act, and or any other U.S. and foreign anti-corruption Laws that are applicable to any NMCI BRE Group Entity; (ii) has, to the knowledge of NMCIBRE, been given written notice by any Governmental Entity of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such personPerson; and (iii) to the knowledge of NMCIBRE, is being (or has been) investigated by any Governmental Entity except, in each case of the foregoing clauses (i) through (iii), as would not have, individually or in the aggregate, an NMCI a BRE Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Broadstone Net Lease, Inc.)

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