Litigation; Material Adverse Effect Clause Samples

Litigation; Material Adverse Effect. Promptly (1) after the commencement thereof, notice of any action, suit, litigation or proceeding before any Governmental Authority affecting the Borrower or any of its Subsidiaries, including any Environmental Liability, in each case, that has a reasonable probability of being determined adversely and, if determined adversely, would reasonably be expected to have a Material Adverse Effect and (2) and in any event within 10 Business Days after any Financial Officer of the Borrower has actual knowledge thereof, any other event, development or occurrence, in each case, that would reasonably be expected to have a Material Adverse Effect.

Litigation; Material Adverse Effect. Except as set forth in Schedule 7.05, there is no pending or threatened action, suit, investigation, litigation or proceeding, including any Environmental Action, affecting the Borrower or any of its Subsidiaries before any court, Governmental Authority or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the transactions contemplated thereby, and there has been no adverse change in the status, or financial effect on the Borrower or any of its Subsidiaries, of the litigation described in Schedule 7.05.

Litigation; Material Adverse Effect. Promptly after a Responsible Officer of TRW Acquisition obtains actual knowledge thereof, notice of (A) the filing or commencement of, or any written threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Official Body or in arbitration against Holdings, Intermediate Holdings or any other Transaction Party or any of their Subsidiaries as to which an adverse determination is reasonably probable and which could reasonably be expected to have a Material Adverse Effect and (B) any other event or condition that is not a matter of general public knowledge and that has had, or could reasonably be expected to have, a Material Adverse Effect.

Litigation; Material Adverse Effect. Promptly after a Responsible Officer of the Borrower obtains actual knowledge thereof, notice of (i) the filing or commencement of, or any written threat or notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Official Body or in arbitration against the Borrower, the Transferor or the European Purchaser and (ii) any other event or condition that is not a matter of general public knowledge and that has had, or could reasonably be expected to have, a Material Adverse Effect; and

Litigation; Material Adverse Effect. Promptly (and in any event within five (5) Business Days) after a Responsible Officer of the Performance Undertaking Provider obtains knowledge thereof, to each Agent notice of: (i) (A) the filing or commencement of, or any written threat or notice of intention of any Person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or by or before any Official Body or in arbitration against, or any investigation by any Official Body that may exist with respect to any Transaction Party, the Facility Accounts, the Transaction Documents or the transactions contemplated thereby, in each case, which could reasonably be expected, in the reasonable discretion of the Performance Undertaking Provider, to have a Material Adverse Effect or (B) any material adverse development that has occurred with respect to any such previously disclosed litigation, investigation or proceeding; and (ii) any other event or condition with respect to any Transaction Party that has had, or in the reasonable discretion of the Performance Undertaking Provider would reasonably be expected to have, a Material Adverse Effect.

Litigation; Material Adverse Effect. (a) Except as set forth in EXHIBIT 5.06 hereto, there are no actions, suits or proceedings pending or, to the best of International's knowledge, threatened or probable of assertion, against or affecting any Credit Party or any of its Subsidiaries or any property or rights of any Credit Party or any of its Subsidiaries before any court or any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to the Borrowers or any such Subsidiary would constitute a Material Adverse Effect. (b) Except as otherwise disclosed to the Bank in writing, neither the business, properties nor operations of any Credit Party nor any of its Subsidiaries is materially and adversely affected by any fire, explosion, accident, strike, lockout or other labor dispute, embargo, act of God or act of a public enemy or other event, condition or casualty, provided the determination of such effect shall include a consideration of available insurance proceeds.

Litigation; Material Adverse Effect. Except as set forth in Schedule 11 (Litigation), there is no pending or threatened action, suit, investigation, litigation or proceeding, including any Environmental Action, affecting CEMEX Parent or any of its Subsidiaries before any court, Governmental Authority or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Finance Document or the consummation of the transactions contemplated thereby, and there has been no adverse change in the status, or financial effect on CEMEX Parent or any of its Subsidiaries, of the litigation described in Schedule 11 (Litigation).

Litigation; Material Adverse Effect. Except as set forth in Schedule 6.05, there is no pending or threatened action, suit, investigation, litigation or proceeding, including any Environmental Action, affecting the Guarantor or any of its Subsidiaries before any court, Governmental Authority or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Transaction Document or the consummation of the transactions contemplated thereby, and there has been no adverse change in the status, or financial effect on the Guarantor or any of its Subsidiaries, of the litigation described in Schedule 6.05.

Litigation; Material Adverse Effect promptly (and in any event within three (3) Local Business Days) after a Responsible Officer of the Transferor obtains knowledge thereof, notice of: (i) (A) the filing or commencement of, or any written threat or notice of intention (which threat or notice in the reasonable discretion of the Transferor has not been made on frivolous or otherwise wholly unjustifiable grounds) of any Person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or by or before any Official Body or in arbitration against, or any investigation by any Official Body that may exist with respect to the Transferor, the Transaction Documents or the transactions contemplated thereby, in each case, which could reasonably be expected to have a Material Adverse Effect or (B) any material adverse development that has occurred with respect to any such previously disclosed litigation, investigation or proceeding; or (ii) any other event or condition with respect to the Transferor that has had, or in the reasonable discretion of the Transferor would have, a Material Adverse Effect; and