LITIGATION, SUITS OR CLAIMS Sample Clauses

LITIGATION, SUITS OR CLAIMS. To Buyer's Knowledge, there are no actions, suits or proceedings pending or threatened in writing against Buyer which if decided unfavorably to Buyer could have a Party Adverse Effect on Buyer, or a material adverse effect on the value of the Assets.
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LITIGATION, SUITS OR CLAIMS. Except as disclosed in the PSEI Disclosure Schedule, (a) there are no actions, suits or proceedings pending or, to PSEI’s knowledge, threatened in writing against PSEI which if decided unfavorably to PSEI could have a material adverse effect on any of the Assets and (b) to PSEI’s knowledge, no written notice from any governmental authority or person has been received by PSEI claiming any violation or repudiation of any violation of any law, rule, regulation, ordinance, order, decision or decree of any governmental authority (including, without limitation, any such law, rule, regulation, ordinance, order, decision or decree concerning the conservation of natural resources) relating to the Assets.
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LITIGATION, SUITS OR CLAIMS. Except as disclosed in the Unocal Disclosure Schedule, (a) there are no actions, suits or proceedings pending or, to Unocal's Knowledge, threatened in writing against Unocal which if decided unfavorably to Unocal could have a material adverse effect on any of the Assets (other than actions, suits, proceedings, asserted or threatened, relating to Title Defects or Environmental Liabilities or disclosed in any of the exhibits or schedules to this Agreement) and (b) to Unocal's Knowledge, no written notice from any governmental authority or person has been received by Unocal claiming any violation or repudiation of the Oil and Gas Properties or any violation of any law, rule, regulation, ordinance, order, decision or decree of any governmental authority (including, without limitation, any such law, rule, regulation, ordinance, order, decision or decree concerning the conservation of natural resources) relating to the Oil and Gas Properties.
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LITIGATION, SUITS OR CLAIMS. To Buyer's Knowledge and except as reflected in Buyer's SEC Filings, there are no actions, suits or proceedings pending or threatened in writing against Buyer which if decided unfavorably to Buyer could have a Party Adverse Effect on Buyer.
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LITIGATION, SUITS OR CLAIMS. To Unocal's Knowledge, except as disclosed in the Disclosure Schedule, there are no actions, suits or proceedings pending or threatened in writing against Unocal which if decided unfavorably to Unocal could have a Party Adverse Effect on Unocal, or a material adverse effect on the value of any one of the Assets (other than actions, suits, proceedings, asserted or threatened, relating to Title Defects or Environmental Liabilities or disclosed in the Environmental Disclosure Schedule or other Disclosure Schedules).
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LITIGATION, SUITS OR CLAIMS. To Unocal's Knowledge, except as disclosed in the Disclosure Schedule, there are no actions, suits or proceedings pending or threatened in writing against Unocal which if decided unfavorably to Unocal could have a Party Adverse Effect on Unocal, or a material adverse effect on the value of the Assets (provided, however, that notwithstanding anything stated herein to the contrary, Unocal shall have no liability for any breach of any representation warranty under this Section 6.4 with respect to any actions, suits, proceedings, asserted or threatened, relating to Title Defects (which must be asserted by Buyer, if at all, under the provisions of Section 3) or Environmental Liabilities (which Unocal's only liability therefor after Closing shall be with respect to a portion of the Qualified Claims as set forth in Section 4 above) or disclosure thereof.
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Related to LITIGATION, SUITS OR CLAIMS

  • Audits, Investigations or Claims To the knowledge of the Company, no deficiencies for Taxes of the Company or the Company Subsidiary have been claimed, proposed or assessed by any taxing or other governmental authority. There are no pending or, to the knowledge of the Company, threatened audits, assessments or other Actions for or relating to any Liability in respect of Taxes of the Company or the Company Subsidiary, and there are no matters under discussion with any governmental authorities, or known to the Company, with respect to Taxes that are likely to result in an additional Liability for Taxes with respect to the Company or the Company Subsidiary. Audits of federal, state, local and foreign Tax Returns by the relevant taxing authorities have been completed for the periods set forth on Disclosure Schedule 3.23(c) and, except as set forth in such Disclosure Schedule, none of the Company, the Company Subsidiary and their predecessors have been notified that any taxing authority intends to audit a Tax Return for any other period.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;

  • Litigation and Claims No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

  • 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.

  • 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.

  • Action, Suits Except as set forth in Exhibit H hereof, there are no actions, suits or proceedings pending, or to the knowledge of the Transferor threatened, in or before any court, arbitrator or other body, against or affecting (i) the Transferor or any of its properties or (ii) any Affiliate of the Transferor or its respective properties, which may, in the case of proceedings against or affecting any such Affiliate, individually or in the aggregate, have a Material Adverse Effect.

  • Infringement and Litigation 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses.

  • Litigation and Attorneys' Fees Borrower will pay promptly to Bank upon demand, reasonable attorneys' fees (including but not limited to the reasonable estimate of the allocated costs and expenses of in-house legal counsel and legal staff) and all costs and other expenses paid or incurred by Bank in collecting, modifying or compromising the Loan or in enforcing or exercising its rights or remedies created by, connected with or provided for in this Agreement or any of the Loan Documents, whether or not an arbitration, judicial action or other proceeding is commenced. If such proceeding is commenced, only the prevailing party shall be entitled to attorneys' fees and court costs.

  • Litigation; Proceedings Except as specifically disclosed in the Disclosure Materials, 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) adversely affects or challenges the legality, validity or enforceability of any Transaction Document or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

  • Pending Litigation or Other Proceedings There is no pending or, to the best of the Backup Servicer’s Knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Backup Servicer which, if decided adversely, would materially and adversely affect (i) the condition (financial or otherwise), business or operations of the Backup Servicer, (ii) the ability of the Backup Servicer to perform its obligations under, or the validity or enforceability of this Indenture or any other documents or transactions contemplated under this Indenture, (iii) any property or title of any Obligor to any property or (iv) the Indenture Trustee’s ability to foreclose or otherwise enforce the Liens of the Timeshare Loans.

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