Litigation; Liabilities. (i) Except as set forth in Section 5.1(g) of the Company Disclosure Letter, as of the date of this Agreement, there are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings by or before any Governmental Entity (“Proceedings”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or against any of their respective properties or assets other than a Proceeding that is not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Litigation; Liabilities. (a) Except as disclosed in the Company SEC Reports filed prior to the date of this Agreement, there are no civil, criminal or administrative actions, suits, claims, proceedings or investigations pending or, to the knowledge of the Company, threatened, against the Company or any of its Subsidiaries or any of their respective assets or properties, except as would not, in the aggregate, have, or reasonably be expected to have, a Company Material Adverse Effect.
Litigation; Liabilities. (a) Except as disclosed in the Parent SEC Reports filed prior to the date of this Agreement, there are no civil, criminal or administrative actions, suits, claims, proceedings, or investigations pending or, to the knowledge of Parent, threatened, against Parent or any of its Subsidiaries or any of their respective properties, except as would not, in the aggregate, have, or reasonably be expected to have, a Parent Material Adverse Effect.
Litigation; Liabilities. (a) In connection with the Purchaser's purchase of the Shares, the Purchaser will, subject to Section 2.4(b) below, assume any and all liabilities of the Fostxx Xxxxx Xxxup and/or the Partnership other than the Excluded Liabilities, including (without limitation) liabilities arising out of any litigation pending, threatened or commenced against any member of the Fostxx Xxxxx Xxxup or the Partnership or pending, threatened or commenced against the Seller and relating to the Fostxx Xxxxx Xxxup or its business and not referred to in Section 2.3 hereinabove, including any litigation or administrative or governmental proceeding (i) pending prior to the Closing Date or (ii) arising out of or relating to any events occurring prior to the Closing Date, including, without limitation, liabilities resulting from any past or present violation of any environmental laws (the liabilities described in this Section 2.4(a) are referred to as the "Litigation Liabilities"). No such assumption of liability shall release Seller from any breach of any representations or warranties made by Seller herein. Without limiting the generality of the foregoing, Purchaser, and after the Closing, the members of the Fostxx Xxxxx Xxxup and the Partnership, shall be solely responsible for defending against any such Litigation Liabilities and shall have sole direction of any defense thereof; provided, that Purchaser shall consult periodically with Seller and its counsel regarding the status of individual claims or cases and the Purchaser shall not enter into any settlement agreement or otherwise compromise or settle any Litigation Liability, claim or case without the prior written consent of Seller, which approval shall not be withheld or delayed unreasonably.
Litigation; Liabilities. (a) Except as disclosed in the Target's audited financial statements for the years ended December 31, 1998 and 1997 up to the date hereof, there are no civil, criminal or administrative actions, suits or claims, proceedings (including condemnation proceedings), hearings or investigations pending or, to the knowledge of the Target, threatened against, or otherwise adversely affecting the Target or any of its Subsidiaries or any of their respective assets or properties.
Litigation; Liabilities. (a) There are no Actions pending or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries (or any of the Company’s or its Subsidiaries’ respective properties or assets), or, in relation to their provision of services for the Company or any of its Subsidiaries, or to the Knowledge of the Company, any of its Employees, directors, or officers, in each case that would have a Company Material Adverse Effect or, as of the date hereof, that would prevent or materially delay the consummation of the Transactions by the Company. None of the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity specifically imposed upon the Company or any of its Subsidiaries, including any debarment, suspension, or exclusion from any government program or contract that would have a Company Material Adverse Effect or, as of the date hereof, that would prevent or materially delay the consummation of the Transactions by the Company.
Litigation; Liabilities. No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to Borrower’s knowledge, threatened against any Loan Party or any Subsidiary of a Loan Party which could reasonably be expected to result in damages or costs to any Loan Party in excess of $100,000 not covered by independent third party insurance, except as set forth in Schedule 9.6. As of the Closing Date, other than any liability incident to such litigation or proceedings, there are no liabilities or indebtedness (including contingent and indirect liabilities) which are material to the Loan Parties and are not reflected in the most recent financial statement included in the SEC Documents, listed on Schedule 9.6 or permitted by Section 11.1.
Litigation; Liabilities. The sum of the aggregate Litigation Payments plus Reserves in respect of Litigation Liabilities does not, and is not reasonably expected to, exceed $400,000,000 (including $90,000,000 (calculated on a present value basis) of payments to the Department of Justice); PROVIDED that it is understood that all other Litigation Payments and Reserves will be calculated on a gross dollar basis for purposes of determining the accuracy of this representation.
Litigation; Liabilities. (i) Except as disclosed in the Public Reports filed prior to the date of this Agreement, there are no civil, criminal or administrative actions, suits, claims, proceedings, or investigations pending or, to the Knowledge of the Target, threatened, against the Target or any of its Subsidiaries or any of their respective properties, except as would not, in the aggregate, have, or reasonably be expected to have, a Target Material Adverse Effect.
Litigation; Liabilities. (i) There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, in each case that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect, prevent or materially delay the Company’s ability to consummate the transactions contemplated by this Agreement or materially adversely affect the Company’s ability to perform its obligations under this Agreement. None of the Company or any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, assessment, decision, ruling, injunction, decree or award of any Governmental Entity, whether temporary, preliminary or permanent, that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, prevent or materially delay the Company’s ability to consummate the transactions contemplated by this Agreement or materially adversely affect the Company’s ability to perform its obligations under this Agreement.
