No Labor Disputes No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, except as would not have a Material Adverse Effect.
No Labor Dispute No labor disturbance by or dispute with the employees of any of the Partnership Entities exists or, to the knowledge of the Partnership Parties, is imminent or threatened that could reasonably be expected to have a Material Adverse Effect.
No Pending Litigation There is no action, suit, proceeding, investigation or litigation pending or, to the Purchaser’s knowledge, threatened, which either in any one instance or in the aggregate, if determined adversely to the Purchaser would adversely affect the purchase of the Mortgage Loans by the Purchaser hereunder, or the Purchaser’s ability to perform its obligations under this Agreement; and
No Pending Governmental Actions No proceeding initiated by any Governmental Entity seeking an Injunction shall be pending.
No Actions, Claims, Etc As of the date hereof, each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.
Litigation, Labor Controversies, etc There is no pending or, to the knowledge of the Borrower, threatened litigation, action, proceeding, or labor controversy affecting the Borrower or any of its Subsidiaries, or any of their respective properties, businesses, assets or revenues, which could reasonably be expected to have a Material Adverse Effect, except as disclosed in Item 6.7 ("Litigation") of the Disclosure Schedule.
Submitting False Claims; Monetary Penalties The AOC shall be entitled to remedy any false claims, as defined in California Government Code section 12650 et seq., made to the AOC by the Contractor or any Subcontractor under the standards set forth in Government Code section 12650 et seq. Any Contractor or Subcontractor who submits a false claim shall be liable to the AOC for three times the amount of damages that the AOC sustains because of the false claim. A Contractor or Subcontractor who submits a false claim shall also be liable to the AOC for (a) the costs, including attorney fees, of a civil action brought to recover any of those penalties or damages, and (b) a civil penalty of up to $10,000 for each false claim.
No Claims SpinCo shall not make, and shall not permit any other member of the SpinCo Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Parent or any other member of the Parent Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(a). Parent shall not make, and shall not permit any other member of the Parent Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against SpinCo or any other member of the SpinCo Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).
Employee Benefit Plans; Labor Matters (a) Except as set forth in Schedule 2.11(a) of the CALIPSO Disclosure Schedule with respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained or contributed to at any time by CALIPSO or any entity required to be aggregated with CALIPSO pursuant to Section 414 of the Code (each, a "CALIPSO Employee Plan"), no event has occurred and to the Knowledge of CALIPSO, no condition or set of circumstances exists in connection with which CALIPSO could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on CALIPSO. (b) (i) No CALIPSO Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each CALIPSO Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Schedule 2.11(c) of the CALIPSO Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any CALIPSO Stock Options, together with the number of CALIPSO Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Section 2.11(c) of the CALIPSO Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. CALIPSO has furnished KFI with complete copies of the plans pursuant to which the CALIPSO Stock Options were issued. Other than the automatic vesting of CALIPSO Stock Options that may occur without any action on the part of CALIPSO or its officers or directors, CALIPSO has not taken any action that would result in any CALIPSO Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) CALIPSO has made available to KFI (i) a true and complete description of the terms of employment and compensation arrangements of all officers of CALIPSO and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating CALIPSO to make annual cash payments in an amount exceeding $10,000; (iii) a schedule listing all officers of CALIPSO who have executed a confidentiality and non-competition agreement with CALIPSO and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of CALIPSO with or relating to its employees; and (v) copies of all plans, programs, agreements and other arrangements of CALIPSO with or relating to its employees which contain change in control provisions all of which are set forth in Schedule 2.11(d) of the CALIPSO Disclosure Schedule. (e) Except as disclosed by CALIPSO on Schedule 2.11(e) of the CALIPSO Disclosure Schedule, there shall be no payment, accrual of additional benefits, acceleration of payments, or vesting in any benefit under any CALIPSO Employee Plan or any agreement or arrangement disclosed under this Section 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (f) There are no controversies pending or, to the Knowledge of CALIPSO, threatened, between CALIPSO and any of their employees, which controversies have or could reasonably be expected to have a Material Adverse Effect on CALIPSO. Neither CALIPSO nor any of its subsidiaries is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by CALIPSO or any of its subsidiaries (and neither CALIPSO nor any of its subsidiaries has any outstanding material liability with respect to any terminated collective bargaining agreement or labor union contract), nor does CALIPSO know of any activities or proceedings of any labor union to organize any of its or employees. CALIPSO has no Knowledge of any strike, slowdown, work stoppage, lockout or threat thereof, by or with respect to any of its employees.
No Lawsuits No suit, action or other proceeding or investigation shall be threatened or pending before or by any court or governmental agency concerning this Agreement or the consummation of the transactions contemplated hereby, or in connection with any material claim against the Corporation not disclosed on the Schedules hereto. No governmental agency shall have threatened or directed any request for information concerning this Agreement, the transaction contemplated hereby, or the consequences or implications of such transaction to the Shareholders, Corporation or the Buyer, or any officer, director employee or agent of any of them.
