No Litigation; Compliance Sample Clauses

No Litigation; Compliance. There is no litigation or governmental or administrative proceeding or investigation pending or, to Seller's knowledge, threatened against Seller or any of its affiliates which may have an adverse effect on the Business or the Subject Assets subsequent to Closing, or which would prevent the consummation of the transactions contemplated by this Agreement or the Related Agreements. Seller has not received notice of any violation or alleged violation of any applicable statute, ordinance, order, rule or regulation.
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No Litigation; Compliance. The Company is not involved in nor, to the best knowledge of the Company and Mountzuris, is the Company threatened to be involved in any litigation arbitration, claim, governmental or legal or other proceedings in connection with the Assets. To the best knowledge of the Company and Mountzuris, the Company is in compliance with all laws and governmental (federal, state and local) rules and regulations applicable to it with respect to the Assets. The Company has not been charged nor, to the best knowledge of the Company and Mountzuris, is the Company threatened to be charged with any violation of any provision of any federal, state or local law or administrative rule or regulation relating to the Assets. The Company is not subject to or bound by any agreement, judgment, decree or order which may materially and adversely affect any of the Assets.
Sample 1Sample 2
No Litigation; Compliance. (a) No Group Company is engaged in nor, so far as the Vendors are aware, threatened in writing with any action, litigation, proceedings, arbitration or prosecution affecting or which could have a material affect on any Group Company. (b) So far as the Vendors are aware no Group Company has done or omitted to do any act or thing which is in material breach of any law, statute, regulation which is applicable to it. (c) Each Group Company has all material permits, licenses and authorities required for carrying on of its business in the manner carried on at the date of this Agreement and is not in breach of any condition of any such permit, licence or authority where such breach would be likely to have a material adverse effect on its business. (d) The warranty at paragraph 20(a) above shall not apply to any proceedings for collection by any Group Company of debts arising in the ordinary course of business.
Sample 1Sample 2
No Litigation; Compliance. Except as set forth on SCHEDULE 4.9, (a) neither Ferex nor any Ferex Subsidiary is now involved in nor, to the Knowledge of Ferex or any Control Shareholder, is Ferex or any Ferex Subsidiary threatened to be involved in any litigation or legal or other proceedings and (b) no Control Shareholder is now involved in or to the Knowledge of Ferex or any Control Shareholder, is any holder of Ferex Common Stock, threatened to be involved in any litigation or legal or other proceedings relating to the business of Ferex or any Ferex Subsidiary. To the knowledge of Ferex and the Control Shareholders, Ferex and each Ferex Subsidiary is in compliance with all laws and governmental (federal, state and local) rules and regulations applicable to it and its business. None of Ferex or the Ferex Subsidiaries has been charged nor, to the Knowledge of Ferex or any Control Shareholder, is Ferex or any Ferex Subsidiary threatened to be charged with any violation of any provision of any federal, state or local law or administrative rule or regulation relating to the assets or its business. Ferex and each Ferex Subsidiary has at all times possessed and currently possesses and has been and is in compliance with all governmental permits, licenses and authorizations necessary for the conduct of its business. All of such permits, licenses and authorizations are, and upon the consummation of the Share Exchange will be, valid and in full force and effect.
Sample 1
No Litigation; Compliance. Except as set forth on Schedule 3.11 ------------------------- ------------- attached hereto, (a) neither SSA nor Xxxxxx is now involved in nor, to the knowledge of SSA, Xxxxxx and the Stockholder, is SSA or Xxxxxx threatened to be involved in any litigation or legal or other proceedings and (b) the Stockholder is not now involved in nor to the knowledge of SSA, Xxxxxx and the Stockholder, is the Stockholder threatened to be involved in any litigation or legal or other proceedings relating to the business of SSA or Xxxxxx. To the knowledge of SSA, Xxxxxx and the Stockholder, each of SSA and Xxxxxx is in compliance with all laws and governmental (federal, state and local) rules and regulations applicable to it and its business. Neither SSA, Xxxxxx nor the Stockholder has been charged nor, to the knowledge of SSA, Xxxxxx and the Stockholder, is SSA, Xxxxxx or the Stockholder threatened to be charged with any violation of any provision of any federal, state or local law or administrative rule or regulation relating to the assets or its business. Each of SSA and Xxxxxx has at all times possessed and currently possesses and has been and is in compliance with all governmental permits, licenses and authorizations necessary for the conduct of its business. All of such permits, licenses and authorizations are, and upon the consummation of the Mergers will be, valid and in full force and effect.
Sample 1
No Litigation; Compliance. Neither Parent, Mac-Gray or Sub is now ------------------------- involved in nor, to the knowledge of Parent, Mac-Gray and Sub, is threatened to be involved in, any litigation or legal or other proceedings, other than proceedings that could not reasonably be expected to have a material adverse effect upon the business, operations or financial condition of Parent, Mac-Gray and Sub. To the knowledge of Parent, Mac-Gray and Sub, each of Parent, Mac-Gray and Sub is in compliance with all laws and governmental (federal, state and local) rules and regulations applicable to each such entity and each such entities' business. Neither Parent, Mac-Gray or Sub has been charged nor, to the knowledge of Parent, Mac-Gray and Sub, is threatened to be charged with any violation of any provision of any federal, state or local law or administrative rule or regulation relating to its business. Each of Parent, Mac-Gray and Sub has at all times possessed and currently possesses and has been and is in compliance with all governmental permits, licenses and authorizations necessary for the conduct of its business. All of such permits, licenses and authorizations are valid and in full force and effect.
Sample 1
No Litigation; Compliance. There is (a) no litigation, proceeding or written claim pending, or to Seller’s Knowledge threatened in writing, against Seller or any Selling Subsidiary with respect to the Purchased Assets, the Business or the transactions contemplated hereby, or (b) no oral claim, or to Seller’s Knowledge, no Proceeding threatened orally, in each case, that seeks unspecified damages or damages in excess of $10,000. The Business is in, and has been operated since November 1, 2004 in, compliance with, in all material respects, all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and agencies thereof). The Business possesses all material licenses (including, without limitation, occupancy permits for real estate) as are necessary for the conduct of its business or operations.
Sample 1
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Related to No Litigation; Compliance

  • No Litigation Pending There is no action, suit, proceeding or investigation pending or threatened against the Servicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement;

  • No Litigation, Etc No suit, action or other proceeding, investigation, or injunction or final judgment relating thereto, shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Transaction Documents or the consummation of the Transaction.

  • No Litigation Threatened No action or proceedings shall have been instituted or threatened before a court or other government body or by any public authority to restrain or prohibit any of the transactions contemplated hereby.

  • No Litigation No suit, action, arbitration, or legal, administrative, or other proceeding or governmental investigation is pending or, to Contractor’s knowledge, threatened against or affecting Contractor or Contractor’s business, financial condition, or ability to perform this Agreement, except any suit, action, arbitration, proceeding, or investigation that individually or in the aggregate with others will not or would not have a material adverse affect on Contractor’s business, the validity or enforceability of this Agreement, or Contractor’s ability to perform this Agreement.

  • 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.

  • Compliance with Laws; Litigation (a) Each Seller is in compliance with all Laws of or from Governmental Bodies applicable to the Business and the Acquired Assets. (b) There are no Actions pending or, to Sellers’ Knowledge, threatened, against a Seller or any of its officers, managers, Employees or members in their capacity as such, with respect to the Business, the Acquired Assets or the Assumed Contracts. No Seller is subject to any order (consent or other), judgment, decree, injunction or stipulation of or with any court or other Governmental Body that names such Seller and imposes a material ongoing obligation with respect to the operation of the Business and the Acquired Assets. (c) There are no Actions pending or, to Seller’s Knowledge, threatened by or against Seller with respect to this Agreement or any of the Transaction Agreements, or in connection with the transactions contemplated hereby or thereby, that would reasonably be expected to prevent or materially delay the consummation by Sellers of the transactions contemplated hereby or thereby or would reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

  • Litigation; Compliance with Law Except as disclosed, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

  • Litigation; Compliance with Laws (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of Holdings (prior to a Qualified IPO) or the Borrower, threatened in writing against Holdings or the Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) None of Holdings (prior to a Qualified IPO), the Borrower, the Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Borrower and each Subsidiary are in compliance with all Gaming Laws that are applicable to them and their businesses, except where a failure to so comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • No Violation, Litigation or Regulatory Action 1. The Company has complied in all material respects with all requirements of any laws or court orders, which are applicable to the business and assets of the Project. 2. There are no lawsuits, claims, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against or affecting the Company in respect of the assets or the business of the Project nor, to the knowledge of the Company, is there any basis for any of the same, and there is no lawsuit, suit or proceeding pending in which the Company is the plaintiff or claimant which relates to the business or assets of the Project. 3. There is no action, suit or proceeding pending or, to the knowledge of the Company, threatened which questions the legality or propriety of the transactions contemplated by this Agreement. 4. There has been no investigation conducted or charges, complaints or actions brought by the State of Illinois or any governmental body within the State of Illinois (including the Federal government) with respect to the Company or its officers and directors. 5. The Company and its officers and directors have not been the subject of any criminal investigations or charges. 6. The Company would not have Placed in Service the Capital Improvements and created or retained the requisite number of New Employees and Retained Employees without the benefits of the Credit. Proof of this shall include, but is not limited to, correspondence, financial plans and prospectuses, internal memoranda and other written documentation demonstrating the Company would not have taken the actions without the award of the Credit.

  • 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.

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