Litigation & Solvency Sample Clauses

Litigation & Solvency. As of the Effective Date, there is no outstanding litigation, arbitrated matter or other dispute to which Bank is a party, which, if decided unfavorably to Bank, would reasonably be expected to have a material adverse effect on Bank's ability to fulfill its obligations under this Agreement. As of the Effective Date Bank is solvent, has not had a receiver or trustee appointed, and has not executed any assignment for the benefit of its creditors.
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Litigation & Solvency. (i) [RESERVED] (ii) Other than as have been previously obtained or will be obtained before the first Milestone, no consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with any Governmental Authority or a party to any Purchased Contract with either Seller, is required by, or with respect to, such Seller in connection with the execution and delivery of this Agreement or the consummation of the Transactions. (iii) There are no pending or, to the knowledge of OpCo, threatened lawsuits or claims relating to the Assets or the Business, except as provided on Schedule 3.7(b). Neither Seller is in material default under any Order applicable to such Seller. (iv) Both immediately before and after giving effect to the Transactions, OpCo individually and when taken together with its subsidiaries is and will be Solvent. No insolvency proceedings of any kind have been filed against OpCo. There has been no request by OpCo or, to the knowledge of OpCo, by any third party for, nor has there been issued, any receivership, liquidation or winding up decree against it, whether temporary or permanent; nor has any legal, administrative or other proceeding concerning the receivership, liquidation or winding up of OpCo been commenced by OpCo or to the knowledge of OpCo by a third party. No transfer of property is being made by OpCo and no obligation is being incurred by OpCo in connection with the Transactions and the other transactions contemplated by this Agreement with the intent to hinder, delay, or defraud either present or future creditors of OpCo.
Sample 1
Litigation & Solvency. There is no action, suit, proceeding at law or in equity by any Person, or any arbitration or any administrative or other proceeding by or before (or to the knowledge of the Purchaser, any investigation by), any Governmental or Regulatory Authority pending or, to the knowledge of MDC Partners and the Purchaser, threatened against MDC Partners or the Purchaser with respect to this Agreement. Neither MDC Partners nor the Purchaser is subject to any Order entered in any lawsuit or proceeding with respect to this Agreement or the transactions contemplated hereby.
Sample 1
Litigation & Solvency. (a) [RESERVED] (b) There are no pending or, to the knowledge of either Seller, threatened lawsuits or claims relating to the Assets or the Business, except as provided on Schedule 3.7(b). Neither Seller is in material default under any Order applicable to such Seller. (c) After giving effect to the Transactions and the Internal Assignment, each of the Sellers will be Solvent. No insolvency proceedings of any kind have been filed against either Seller. There has been no request by either Seller or to the knowledge of either Seller, by any third party for, nor has there been issued, any receivership, liquidation or winding up decree against it, whether temporary or permanent; nor has any legal, administrative or other proceeding concerning the receivership, liquidation or winding up of either Seller been commenced by such Seller or to the knowledge of either Seller by a third party. No transfer of property is being made by any Seller and no obligation is being incurred by any Seller in connection with the Transactions and the other transactions contemplated by this Agreement with the intent to hinder, delay, or defraud either present or future creditors of any Seller, the Sellers’ Parent or any subsidiary thereof.
Sample 1
Litigation & Solvency. Except as set forth on Part 2.19 of the Company Disclosure Schedule, there is no demand, claim, suit, Action, arbitration or legal, administrative, regulatory, or other proceeding pending before any federal, state, municipal, foreign, or other court or any governmental, administrative, or self-regulatory body or agency or any private arbitration tribunal or, to Company’s Knowledge, no demand, claim, suit, or action is threatened against the Company or its Subsidiaries or any of its officers, directors, employees, or any of the assets, properties or businesses that would reasonably be expected to have a Material Adverse Effect; and the Company has no Knowledge of any statement of facts or anticipated event which the Company or its Subsidiaries in good faith reasonably believes will or may give rise to any such claims, litigation, or proceeding. There are no outstanding Orders issued by any federal, state, local or foreign judicial, or administrative authority in any proceeding to which the Company or its Subsidiaries is or was a party which affect the properties or assets of the Company or its Subsidiaries. There is not in existence at present any Order of any court or other tribunal or agency or self-regulatory body to which Company, its Subsidiaries, properties, or assets are subject or by which they are bound. The Company and its Subsidiaries have not received a notice stating that the Company and its Subsidiaries are in default under any Order, license, regulation, or demand of any federal, state, or municipal or other governmental body or with respect to any Order of any court. The Company and its Subsidiaries are solvent and there are no facts or information that has not been disclosed to Parent that, if known, would disclose the Company and its Subsidiaries as insolvent. The transaction contemplated by this Agreement will not render the Company or its Subsidiaries insolvent.
Sample 1

Related to Litigation & Solvency

  • Litigation Cooperation From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

  • Survival Regardless of Investigation The indemnification and contribution provided for herein will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee or any officer, director, employee, agent or controlling person of Indemnitee.

  • Grievance Investigation The Employer agrees to supply to the Union the names of all applicants for a vacancy, or new position in the course of a grievance investigation.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing Date;

  • Complaints Investigation The employee who complains of harassment under the provisions of the Human Rights Code must first comply with the Employer’s harassment policy procedures before filing a grievance or human rights complaint.

  • Litigation; Proceedings Except as specifically disclosed in Schedule 3.1(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company 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, local or foreign) which (i) relates to or challenges the legality, validity or enforceability of any of the Transaction Documents, the Shares or the Underlying Shares, (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documents.

  • Litigation, etc The Fund shall give prompt notice in writing to the Purchaser of any litigation, administrative proceeding or business development which is reasonably expected to materially adversely affect its business, properties or affairs or to impair the ability of the Fund to perform its obligations as set forth hereunder or under any of the other Related Documents. All information, reports and other papers, documentation and data with respect to the Fund furnished to the Purchaser pursuant to this Section 6.9 shall be, at the time the same are so furnished, complete and correct in all material respects and, when considered with all other material delivered to the Purchaser under this Agreement or made available pursuant to the Due Diligence Request, will not contain untrue statements of material facts or omit to state material facts necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • Litigation There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

  • Litigation History There shall be no consistent history of court/arbitral award decisions against the Tenderer, in the last (Specify years). All parties to the contract shall furnish the information in the appropriate form about any litigation or arbitration resulting from contracts completed or ongoing under its execution over the year’s specified. A consistent history of awards against the Tenderer or any member of a JV may result in rejection of the tender.

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