Litigation, Proceedings, Etc Clause Samples

Litigation, Proceedings, Etc. There is no Action pending or, to the knowledge of the Transferee, contemplated or threatened against or affecting the Transferee or its properties or assets, which relates to or challenges the legality, validity or enforceability of this Agreement or which (individually or in the aggregate) reasonably could be expected to impair the ability or obligation of the Transferee to perform fully on a timely basis any obligation which it has or will have under this Agreement.

Litigation, Proceedings, Etc. To the knowledge of Transferor, there is no lawsuit, proceeding, investigation or complaint before any Governmental Authority, mediator or arbitrator (“Action”) pending or, to the knowledge of the Transferor, contemplated or threatened against the Company or its properties or assets. To the knowledge of Transferor, there is no Action pending or contemplated or threatened against or affecting the Transferor, which relates to or challenges the legality, validity or enforceability of this Agreement or the Project Documents or which (individually or in the aggregate) reasonably could be expected to impair the ability or obligation of the Transferor to perform fully on a timely basis any obligation which it has or will have under this Agreement.

Litigation, Proceedings, Etc. Except for matters described in ---------------------------- Section 2.13 of the Disclosure Schedules, (i) there is no pending claim, action, litigation, suit or proceeding against, or investigation of, Seller; (ii) Seller has not received any notice of any claim, action, litigation, suit or proceeding against it or investigation of it, and no such claim, action, suit, proceeding or investigation is pending or, to Seller's and Stockholder's knowledge, threatened against Seller, and, to Seller's knowledge, there are no facts existing which would be a proper basis for any such claim; and (iii) there are no outstanding court, arbitration or agency orders, decrees or stipulations to which Seller is a party or which are directed to Seller.

Litigation, Proceedings, Etc. Except for those matters identified in Schedule 6.8 hereto, there are no actions, suits, proceedings, orders or injunctions pending or threatened against or affecting either Borrower, the Resorts or the Timeshare Owners' Association at law or in equity, or before or by any governmental authority or other tribunal, which (a) could have a material adverse effect on either Borrower or (b) relate to the Loan or which could have a material adverse effect on the Collateral or the Resorts. Neither Borrower has received notice from any court, governmental authority or other tribunal alleging that Borrower or the Resorts have violated the Timeshare Act, any of the rules or regulations thereunder, the Declaration or any other applicable laws, agreements or arrangements that could have any material effect on the Loan, the Collateral or the Resorts.

Litigation, Proceedings, Etc. There are no actions, suits, proceedings, orders or injunctions pending or threatened against or affecting Borrower, the Resort or the Timeshare Owners' Association at law or in equity, or before or by any governmental authority or other tribunal, which (a) could have a material adverse effect on Borrower or (b) relate to the Loan or which could have a material effect on the Collateral or the Resort. Borrower has received no notice from any court, governmental authority or other tribunal alleging that Borrower or the Resort have violated the Timeshare Act, any of the rules or regulations thereunder, the Declaration or any other applicable laws, agreements or arrangements that could have any material effect on the Loan, the Collateral or the Resorts.

Litigation, Proceedings, Etc. Except as described on Schedule 9.10 attached hereto or as updated from time to time in any exhibit or schedule to any Applicable Sub-Loan Agreement, (1) there are no actions, suits, proceedings, orders or injunctions pending or threatened against or affecting Borrower, the Guarantor, the Mortgaged Property, the Sub-Loan Collateral or the Applicable Association at law or in equity, or before or by any governmental authority or other tribunal which if adversely determined would have a material adverse effect on their ability to perform hereunder with respect to the Applicable Resort, and (2) Borrower has not received any notice from any court, governmental authority or other tribunal alleging that Borrower or the Applicable Resort has violated the Legal Requirements, agreements or arrangements in a manner which would have a Material Adverse Effect on Borrower’s or Guarantor’s ability to perform its Obligations hereunder or under any Sub-Loan Agreement or Sub-Loan Documents.

Litigation, Proceedings, Etc. There is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of Matador, threatened against or affecting Matador or any of its subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (Federal, state, county or local) that relates to or challenges the legality, validity or enforceability of the Transaction Documents or that (i) would (individually or in the aggregate) have a material adverse effect on the financial condition, properties, assets, business, prospects or results of operations of Matador and its subsidiaries (taken as a whole), or (ii) would (individually or in the aggregate) impair the ability of Matador to perform fully on a timely basis any obligations that it has under the Transaction Documents.

Litigation, Proceedings, Etc. There are no actions, suits, proceedings, orders, or injunctions pending or threatened against or affecting Borrower, its Affiliates, or the Property, at law or in equity, or before or by any governmental authority or other tribunal, which (a) could RECEIVABLES LOAN AND SECURITY AGREEMENT have a material adverse effect on Borrower, any Affiliate of Borrower, or the Property that have not been fully disclosed to Lender in writing; or (b) could have a material adverse effect on all or any portion of the Collateral. Exhibit "H," attached hereto and incorporated herein by this reference, describes all currently pending litigation against Borrower or any Affiliate of Borrower.

Litigation, Proceedings, Etc. There are no actions, suits, claims, proceedings, or investigations (whether or not purportedly on behalf of the any of the Bank Entities) pending or, to the knowledge of the Borrower, threatened or in prospect before any court, agency or other tribunal, or governmental authority against any of the Bank Entities which, if adversely determined, would result in any material adverse change in the business, properties, prospects, financial condition, earnings, results of operations, or earnings capacity of any of the Bank Entities, or which question the validity of the Loan or the Credit Documents, or any action or instrument contemplated hereby or thereby. None of the Bank Entities is currently affected by any strike or other labor disturbance, and is not in default in any material respect under any material judgment, order, injunction, rule, ruling, or regulation of any court or governmental authority. Each of the Bank Entities is in compliance with all laws, rules, regulations, orders, memoranda, and agreements applicable to them or to which they are parties. Except as certified in writing by the Borrower to Compass, none of the Bank Entities is subject to any regulatory cease and desist or other orders or memoranda, and based upon their latest regulatory examination, as applicable, none of them knows of, or has reason to believe that any applicable regulatory agency is contemplating any such action.