No Litigation; Compliance with Laws. Except for the Disclosed Litigation, there are no actions, suits, proceedings (whether administrative, judicial or otherwise), litigations, arbitrations or governmental investigations (whether or not purportedly on behalf of the Borrower or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), that are pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries and that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries (i) is in violation of any Applicable Laws (including, but not limited to, Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or (ii) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any Governmental Authority, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
No Litigation; Compliance with Laws. A. Except as disclosed on Schedule 4.6, there are no actions, suits, proceedings (whether administrative, judicial or otherwise), arbitrations or governmental investigations (whether or not purportedly on behalf of the ParentBorrower or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), that are pending or, to the knowledge of the ParentBorrower or any of its Subsidiaries, threatened against or affecting the ParentBorrower or any of its Subsidiaries or any property of the ParentBorrower or any of its Subsidiaries and that (i) individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or (ii) involve any of the Loan Documents or the transactions contemplated thereby. There has been no change in the status of the matters disclosed on Schedule 4.6 that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.
B. Neither the ParentBorrower nor any of its Subsidiaries (i) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or (ii) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any Governmental Authority, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
No Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.09, as of the Closing Date, there are no actions, suits or proceedings at law or in equity or by or before any arbitrator or Governmental Authority now pending or, to the knowledge of the Borrower, threatened in writing against any of the Loan Parties or any business, property or rights of any Loan Party, and no such actions, suits or proceedings could reasonably be expected to have a Material Adverse Effect.
(b) There are no actions, suits or proceedings at law or in equity or by or before any arbitrator or Governmental Authority now pending or, to the knowledge of the Borrower, threatened in writing against any of the Companies or any Unrestricted Subsidiary or any business, property or rights of any such Person (i) that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that are non-frivolous and challenge the validity or enforceability of any Loan Document or any Lien granted thereunder.
(c) None of the Loan Parties is in violation of, nor will the continued operation of their material properties and assets as currently conducted or as contemplated under the Loan Documents and the Project Documents violate, any applicable law (including any laws relating to campaign finance and contributions to politicians, Gaming Laws and liquor laws), rule or regulation (including any zoning, building, ordinance, code or approval or any building permits) or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority binding on it, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
(d) None of the Loan Parties is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(e) Except with respect to any certificates of occupancy for any improvements existing on the Closing Date, the failure of which to be in effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, any required certificates o...
No Litigation; Compliance with Laws. (a) Except as set forth in Section 5.12 of the Disclosure Schedule, there is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to Company's Knowledge, threatened, by or against or relating to the Company or the Subsidiary.
(b) There are no judgments against the Company or the Subsidiary, or consent decrees, orders or injunctions to which the Company or the Subsidiary is subject.
(c) There is no action, claim, suit or proceeding pending, or to Company's Knowledge, threatened, by or against or affecting the Shares, the Company, the Subsidiary, or any shareholder or director of the Company or the Subsidiary, in connection with or relating to the transactions contemplated by this Agreement or of any action taken or to be taken in connection herewith.
(d) Since the date of the formation of the Company, there have been no product liability claims, suits, actions or proceedings involving the Company or any Subsidiary or relating to products or services manufactured, sold or provided by the Company or any Subsidiary.
(e) Since the date of formation of the Company, each of the Company and the Subsidiary has conducted its respective business in material compliance with applicable Law and has received no written notice of or been charged with the violation of any applicable Law. Each of the Company and the Subsidiary has all licenses, permits, franchises, orders, approvals, written waivers and other authorizations of Governmental Authorities as are required in order to enable it to own or lease its assets and conduct its business in all respects as currently conducted. No registration, filing, notice, order, approval, consent, written waiver or other action of any Governmental Authority is required by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby in order to maintain the rights pertaining to the licenses, permits, franchises, orders, approvals, written waivers and other authorizations of Governmental Authorities referred to in the preceding sentence.
(f) Except as set forth in Section 5.12 of the Disclosure Schedule, each of the Company and the Subsidiary has complied with all Import and Export Control Laws applicable to the conduct of its business and has obtained all necessary Export Approvals in connection with its sale, delivery, transfer or provisio...
No Litigation; Compliance with Laws. Except for the matters disclosed in the Borrower’s filings with the Securities and Exchange Commission prior to September 20, 2006, as of such date there were no actions, suits, proceedings (whether administrative, judicial or otherwise), litigations, arbitrations or governmental investigations (whether or not purportedly on behalf of the Borrower or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), that were pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries or any property of the Borrower or any of its Subsidiaries and that, individually or in the aggregate, could have reasonably been expected to result in a Material Adverse Effect. Prior to September 2006 and as of such date, neither the Borrower nor any of its Subsidiaries was subject to or in default with respect to any final judgment, writ, injunction, decree, rule or regulation of any Governmental Authority, domestic or foreign, that, individually or in the aggregate, could reasonably have been expected to result in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is in violation of any Applicable Laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
No Litigation; Compliance with Laws. (a) Except as set forth on Schedule 3.6, there are no judgments against Seller, and there is no litigation or actions, suits, proceedings, or investigations, either judicial or administrative, pending, or to Seller’s Knowledge, threatened in writing against or relating to or materially or adversely affecting the Purchased Assets or Seller’s ability to consummate the Transactions.
(b) Except as set forth on Schedule 3.6, during the five years prior to Closing, Seller has not received any written notice of any material violation of any Laws, ordinances, orders, rules, regulations, requirements, codes, covenants or restrictions, including without limitation as to use, zoning, occupancy, construction, administration, health or safety, affecting any portion of the Real Property which remains uncorrected.
No Litigation; Compliance with Laws. (a) Except as disclosed in the Parent’s periodic current reports filed with the SEC prior to the Amendment No. 23 Effective Date, there is no litigation or governmental proceeding pending, or to the knowledge of the Parent or the Borrower threatened, against the Parent or any Subsidiary which would reasonably be expected (individually or in the aggregate) to have a Material Adverse Effect.
(b) None of the Parent or any of the Subsidiaries or any of their respective material 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, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.
No Litigation; Compliance with Laws. Except as set forth in Exhibit 5.8 attached hereto and incorporated herein by this reference,
(a) there is no judgment, litigation at law or in equity, arbitration proceeding or proceeding before or by any commission, agency or other administrative or regulatory body, authority or bankruptcy court, pending or to Seller's knowledge threatened, to which Seller is a party or to which Seller or the Purchased Assets are subject and would have a material adverse effect on Seller and/or the Purchased Assets. There is no investigation of which Seller has been made aware by any commission, agency or other administrative or regulatory body or authority pending or threatened that is concerned with the operations, business or affairs of Seller that, if adversely determined would have a material adverse effect on Seller; and
(b) the business and affairs of the Facilities have been carried on by Seller in material compliance with all applicable federal, foreign, state and local laws, statutes, ordinances, rules and regulations, and any applicable court or administrative order.
No Litigation; Compliance with Laws. (i) There is no decree, judgment, order, investigation, litigation at law or in equity, arbitration proceeding or proceeding before or by any commission, agency or other administrative or regulatory body or authority pending or, to the knowledge of ILPCS, threatened, which could adversely and materially affect ILPCS's ability to undertake its obligations under this Agreement.
(ii) ILPCS owns and operates, and has owned and operated, its business, and carries on and conducts, and has carried on and conducted, its business in compliance with all federal, foreign, state and local laws, statutes, ordinances, rules and regulations.
No Litigation; Compliance with Laws. (i) There is no decree, judgment, order, investigation, litigation at law or in equity, arbitration proceeding or proceeding before or by any commission, agency or other administrative or regulatory body or authority pending or, to the knowledge of Purchaser, threatened, which could adversely and materially affect Purchaser's ability to undertake its obligations under this Agreement.
(ii) Purchaser owns and operates, and has owned and operated, its business, and carries on and conducts, and has carried on and conducted, its business in compliance with all federal, foreign, state and local laws, statutes, ordinances, rules and regulations.
