Litigation; Observance of Laws Sample Clauses

Litigation; Observance of Laws. Litigation. Except as set forth on Schedule 4(d), there is no litigation, at law or in equity, or any proceeding before any Governmental Body or any arbitration pending or, to the Seller’s Knowledge, threatened against or relating to the Seller, which involves or is likely to involve any material risk of any judgment or liability not fully covered by insurance, which, if adversely decided, would have a Material Adverse Effect on the Business or the Seller, or which seeks to enjoin the consummation of, or questions the validity of, any of the transactions contemplated hereby, or which questions the validity or enforceability or impairs the ability of Seller to perform its obligations under this Agreement or any of the other Transaction Documents, and no Order of any Governmental Body has been issued against or binds Seller which has, or could have, a Material Adverse Effect on Seller’s ability to consummate the transactions contemplated hereby.
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Litigation; Observance of Laws. Litigation. There is no litigation, at law or in equity, or any proceeding before any Governmental Body or any arbitration pending against or relating to the Purchaser, which involves or is likely to involve any material risk of any judgment or liability not fully covered by insurance, which, if adversely decided, would materially adversely effect the Purchaser, or which seeks to enjoin the consummation of, or questions the validity of, any of the transactions contemplated hereby, or which questions the validity or enforceability or impairs the ability of the Purchaser to perform its obligations under this Agreement or any of the other Transaction Documents, and no Order of any Governmental Body or arbitrator has been issued against or binds the Purchaser which has or could have an adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby. Governmental Order Violations. The Purchaser is not in violation of or Default with respect to any Order of any arbitrator or Governmental Body where such violation or Default is likely to have an adverse effect on the Purchaser’s ability to consummate the transactions contemplated hereby.
Litigation; Observance of Laws. (i) There is no litigation, at law or in equity, or any proceeding before any Governmental Body or any arbitration pending or, to the Sellers' or Stockholder's Knowledge, threatened against or relating to the Sellers, which is likely to involve any material risk of any judgment or liability not fully covered by insurance, which, if adversely decided, would have a Material Adverse Effect on the Sellers or any of them, or which seeks to enjoin the consummation of, or questions the validity of, any of the transactions contemplated hereby, or which would question the validity or enforceability or impair the validity or enforceability of or the ability of Sellers, the Stockholder or Mr. Folz to perform xxx xr his obligations under this Agreement or any agreement contemplated hereby or which would question the validity or enforceability or impair the ability of Sellers, the Stockholder or Mr. Folz to perform its or hix xxxxxxtive obligations under any instrument, document or agreement contemplated hereby, and no Order of any Governmental Body or arbitrator has been issued against or binds Sellers, the Stockholder or Mr. Folz which has, or could xxxx, a Material Adverse Effect on the Sellers, the Stockholder's or Mr. Folz's abilitx xx xxxxxxxxxx xxx xxansactions contemplated hereby. To the Sellers' or Stockholder's Knowledge, no basis exists for the commencement of any such litigation, proceeding or arbitration. Schedule 4(d)(i) lists all pending legal actions, suits proceedings and claims, including any brought by the Sellers against a third party.
Litigation; Observance of Laws. (i) There is no litigation, at law or in equity, or any proceeding before any Governmental Body or any arbitration pending or, to the Sellers' Knowledge, threatened against or relating to the Sellers with respect to the Acquired Assets or the Technology, other than as set forth on Schedule 4(d)(i). To the Sellers' Knowledge, no basis exists for the commencement of any such litigation, proceeding or arbitration. Schedule 4(d)(i) also lists all pending legal actions, suits proceedings and claims brought by the Sellers against a third party relating to the Acquired Assets or the Technology.
Litigation; Observance of Laws 

Related to Litigation; Observance of Laws

  • Observance of Laws Conform to and duly observe all laws, regulations and other valid requirements of any regulatory authority with respect to the conduct of its business except those that would not cause a Material Adverse Effect, as determined in the reasonable discretion of the Holder.

  • OBSERVANCE OF LAW Tenant shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. Tenant shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force, and with the requirements of any board of fire insurance underwriters or other similar bodies now or hereafter constituted, relating to, or affecting the condition, use or occupancy of the Premises, excluding structural changes not related to or affected by Tenant's improvements or acts. The judgment of any court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether Landlord is a party thereto or not, that Tenant has violated any law, ordinance or governmental rule, regulation or requirement, shall be conclusive of that fact as between Landlord and Tenant.

  • Observance of Legal Requirements Observe and comply in all material respects, and cause each Subsidiary so to do, with all laws, ordinances, orders, judgments, rules, regulations, certifications, franchises, permits, licenses, directions and requirements of all Governmental Authorities, which now or at any time hereafter may be applicable to it or to such Subsidiary, a violation of which could reasonably be expected to have a Material Adverse effect.

  • Violation of Laws If the Property is not in material compliance with Legal Requirements, Lender may impose additional requirements upon Borrower in connection herewith including, without limitation, monetary reserves or financial equivalents.

  • No breach of laws (a) It has not (and none of its Subsidiaries has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

  • Conflict of Laws The provisions of this Agreement shall be subject to all applicable statutes, laws, rules and regulations, including, without limitation, the applicable provisions of the ICA and rules and regulations promulgated thereunder. To the extent that any provision contained herein conflicts with any such applicable provision of law or regulation, the latter shall control. The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the ICA. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall continue in full force and effect and shall not be affected by such invalidity.

  • Choice of Laws This Instrument shall be governed by the laws of the State of New York.

  • Litigation; Observance of Statutes and Orders (a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any property of the Company in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

  • Several Obligations; Nonreliance; Violation of Law The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U of the Board) for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law.

  • Litigation; Observance of Agreements, Statutes and Orders (a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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