Litigation; Order. As of the Agreement Date except as set forth on Section 3.09 of the Sagicor Disclosure Schedule, there are no Proceedings pending or, to Sagicor’s Knowledge (it being understood that, with respect to any Proceeding that is an audit, examination or investigation, any representation herein shall be deemed to be to Sagicor’s Knowledge), threatened in writing against Sagicor or any of its Subsidiaries or any of their respective properties or assets that resulted in, or would reasonably be expected to result in, individually or in the aggregate, a Sagicor Material Adverse Effect. Neither Sagicor nor any of its Subsidiaries is subject to any Order, whether temporary, preliminary or permanent, which would reasonably be expected to have, individually or in the aggregate, a Sagicor Material Adverse Effect.
Litigation; Order. There is no claim, action, suit, arbitration, proceeding or, to the Knowledge of the Company, governmental inquiry or investigation by or before any Governmental Entity (each, a “Legal Action”), pending, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective properties or assets or, to the Knowledge of the Company, any executive officer or director of the Company or any of its Subsidiaries in their capacities as such, that (a) involves an amount in controversy in excess of $100,000 or (b) seeks material injunctive or other material non-monetary relief, but excluding any Legal Action arising after the date hereof that relates to this Agreement and the transactions contemplated herein, including the Merger (whether brought against the Company and/or its directors, the Company Financial Advisor and/or Parent or Merger Sub), to the extent that such Legal Actions, individually or in the aggregate, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its Subsidiaries or their respective properties or assets is subject to any order, writ, assessment, decision, directive, injunction, decree, ruling or judgment of a Governmental Entity (“Order”), whether temporary, preliminary or permanent, which has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Litigation; Order. Except as set forth on Schedule 3.1(9), there are no Proceedings pending or, to the Vendor’s Knowledge (it being understood that, with respect to any Proceeding that is an audit, examination or investigation, any representation herein shall be deemed to be to Vendor’s Knowledge), threatened in writing against the Corporation or any of its properties or assets that resulted in, or would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect. The Corporation is not subject to any Order, whether temporary, preliminary or permanent, which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Litigation; Order. Except as set forth on Schedule 3.1(9), there are no Proceedings pending or, to the Vendor’s Knowledge (it being understood that, with respect to any Proceeding that is an audit, examination or investigation, any representation herein shall be deemed to be to Vendor’s Knowledge), threatened in writing against the Corporation or any of its properties or assets (including any Proceeding including the Corporation and/or the Vendor in relation to the Seconded Employees) that resulted in, or would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect. The Corporation (and/or the Vendor, in respect of Seconded Employees) is not subject to any Order, whether temporary, preliminary or permanent, which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Litigation; Order. 42 4.9 Absence of Certain Changes . . . . . . . . . . . . . . . . . . 42 4.10 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Litigation; Order. Except as set forth in Part 4.8 of the Parent's Disclosure Letter, there is no action, Proceeding, claim or investigation pending against Parent or Newco before any Governmental body that if determined adversely to Parent or Newco may reasonably be expected to have a material adverse effect on the present or future operations or financial conditions of Parent or Newco, and, to the best of Parent's and Newco's Knowledge, no such action, Proceeding, claim or investigation has been Threatened. There is no Order to which Parent or any of the assets owned or used by the Company is subject and no officer, director, agent or employee of Parent is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the business of Parent.
