Litigation; Liabilities Sample Clauses

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. (b) Neither the Company nor any of its Subsidiaries has any Liabilities or obligations of any nature required by GAAP, as in effect on the date hereof, to be reflected on the consolidated balance sheet of the Company (including the notes thereto), other than Liabilities and obligations (A) set forth or reflected or reserved against in the Company’s consolidated results of operations, financial condition and cash flows as of June 30, 2014, including the notes thereto, included in the Company Reports, (B) incurred in connection with the transactions contemplated by this Agreement, (C) incurred in the ordinary course of business consistent with past practice since June 30, 2014 or (D) that would not have a Company Material Adverse Effect. There are no off-balance sheet arrangements of any type (including any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act) that have not been so described in the Company Reports that would 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. (b) Except as set forth in the Parent SEC Reports filed prior to the date of this Agreement, neither Parent nor any of its Subsidiaries has or is subject to any liabilities (absolute, accrued, contingent or otherwise), except liabilities (a) adequately reflected on the unaudited consolidated balance sheet of Parent and its Subsidiaries (including any related notes thereto) as of December 31, 1998 included in Parent's Annual Report of Form 10-K for the quarter ended December 31, 1998, or (b) which, in the aggregate, would not have, or reasonably be expected to have, a Parent Material Adverse Effect.

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. (b) Neither the Target nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity, that materially restricts the conduct of its business (whether the type of business, the location thereof or otherwise), nor to the knowledge of the Target, has any Governmental Entity proposed issuing or requesting any of the foregoing. (c) Neither the Target nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except (i) liabilities described in the Target's audited financial statements for the years ended December 31, 1998 and 1997 or (ii) liabilities incurred since the end of the Target's most recently completed fiscal year in the ordinary course of its business consistent with past practices.

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. (a) There are no Proceedings pending or, to the Knowledge of any Seller, threatened against, any Target Group Entity or Fund Entity. None of the Target Group Entities or the Fund Entities is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Entity. (b) Except as reflected or reserved against on the face of the Balance Sheet as of December 31, 2015, or incurred in the ordinary course of business, consistent with past -13- practice since the Balance Sheet as of December 31, 2015, or as set forth in Section 3.7(b) of the Disclosure Letter, there are no (i) obligations or liabilities of any Target Group Entity, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, that are material in amount or (ii) any other facts or circumstances of which any Seller has Knowledge that could reasonably be likely to result in any claims against, or obligations or liabilities of, a Target Group Entity. None of the Target Group Entities has any Borrowed Money Debt. There are no intercompany accounts or receivables between any of the Target Group Entities. For the purposes of this Agreement, an individual will be deemed to have “Knowledge” of a particular fact or other matter if such individual is actually aware of such fact or other matter or should have become aware of such fact or other matter in the diligent exercise and discharge of his or her duties and responsibilities.

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. No material Litigation is pending or, to the knowledge of Buyer, threatened against Buyer, and there is no reasonable basis for any Litigation against Buyer. Buyer is not subject to any outstanding Governmental Order related to the Business.

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. (ii) Except as set forth in the Public Reports filed prior to the date of this Agreement, neither the Target nor any of its Subsidiaries has or is subject to any liabilities (absolute, accrued, contingent or otherwise), except liabilities (A) adequately reflected on the unaudited consolidated balance sheet of the Target and its Subsidiaries (including any related notes thereto) as of June 30, 2000 included in the Target's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, or (B) which, in the aggregate, would not have, or reasonably be expected to have, a Target Material Adverse Effect.

Litigation; Liabilities. (a) As of the date hereof, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator, the FCC or other Governmental Authority ("Litigation") pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any Benefit Plan of the Company or any Company Subsidiaries or otherwise relating to the Company or any Company Subsidiaries or the securities of any of them, or any properties or rights of the Company or any Company Subsidiaries or any Benefit Plan of the Company or any Company Subsidiaries, except as does not, individually or in the aggregate, constitute a Company Material Adverse Effect. (b) Neither the Company nor any of the Company Subsidiaries has or is subject to any liabilities (absolute, accrued, contingent or otherwise), except liabilities or obligations which do not, individually or in the aggregate, constitute a Company Material Adverse Effect.