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. (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.
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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.
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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. 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
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
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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 Except as described in the CCA Disclosure Schedule or in the Prison Realty Filed SEC Documents, there are no claims, actions, suits, arbitration, grievances, proceedings or investigations pending or, to CCA's knowledge, threatened, against CCA or any Subsidiary, or any properties or rights of CCA or any Subsidiary, or any officers or directors of CCA or any Subsidiary in their capacity as such, by or before any Governmental Entity which, individually or in the aggregate, is reasonably likely to have a material adverse effect on CCA or prevent, materially delay or intentionally delay the ability of CCA to consummate the transactions contemplated hereby. Neither CCA nor its Subsidiaries is subject to any judgment, order or decree which could reasonably be expected to result in a material adverse effect. Each of CCA and its Subsidiaries has at all times operated and currently operates its business in conformity in all material respects with all applicable statutes, common laws, ordinances, decrees, orders, rules and regulations of Governmental Entities. Each of CCA and its Subsidiaries has all licenses, approvals or consents to operate its businesses in all locations in which such businesses are currently being operated, and to its knowledge is not aware of any existing or imminent matter which may materially adversely impact its operations or business prospects other than as specifically disclosed in the CCA Disclosure Schedule. CCA and each Subsidiary have not failed to file with the applicable regulatory authorities any material statements, reports, information or forms required by all applicable laws, regulations or orders, all such filings or submissions were in material compliance with applicable laws when filed, and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to such filings or submissions. CCA and each Subsidiary have not failed to maintain in full force and effect any material licenses, registrations or permits necessary or proper for the conduct of its or their business, or received any notification that any revocation or limitation thereof is threatened or pending, and there is not to the knowledge of CCA pending any change under any law, regulation, license or permit which would materially adversely affect the business, operations, property or business prospects of CCA. CCA and each Subsidiary have not received any notice of violation of or been threatened with a charge of violating and are not under investigation with respect to a possible violation of any provision of any law, regulation or order. Neither CCA nor any of its Subsidiaries has at any time (i) made any unlawful contribution to any candidate for domestic or foreign office or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

  • 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.

  • Buyer’s Knowledge Buyer has no knowledge of any fact which results in any representation or warranty of Seller in Article 6 being breached. If after the date of this Agreement, Buyer obtains knowledge of any fact which results in any representation or warranty of Seller being breached, Buyer will promptly furnish Seller written notice thereof.

  • Litigation; Compliance with Laws (a) There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Company, threatened against or affecting any Company or any business, Property or rights of any such Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

  • No Violation, Litigation or Regulatory Action Except as set forth in Schedule 6.3:

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