No Litigation; Labor Disputes; Compliance with Laws Sample Clauses

No Litigation; Labor Disputes; Compliance with Laws i) Except as set forth on SCHEDULE 4.7, there is no decree, judgment, order, litigation at law or in equity, arbitration proceeding or proceeding before or by any court, commission, agency or other administrative or regulatory body or authority pending or, to the Knowledge of Seller, threatened, to which MNNI, Topsville or JGSL is a party or which might have a Material Adverse Effect. To the Knowledge of Seller, there is no investigation by any commission, agency or other administrative or regulatory body or authority pending or threatened, which is concerned with the operations, business or affairs of MNNI, Topsville or JGSL, or the Shares, Topsville Shares or JGSL Shares. ii) To Seller's Knowledge, each of MNNI, Topsville and JGSL owns and operates, and has owned and operated, its properties and assets, and carries on and conducts, and has carried on and conducted, its business in compliance with all applicable federal, foreign, state and local laws, statutes, ordinances, rules and regulations (including those pertaining to equal employment opportunity, the environment and hazardous materials), and all court or administrative orders or processes, including but not limited to Occupational Safety and Health Administration, Equal Employment Opportunity Commission and National Labor Relations Board. iii) There is no litigation or proceeding of any nature pending or, to Seller's Knowledge, threatened against or affecting him, MNNI, Topsville, JGSL or any of their affiliates that might adversely affect (i) Seller's ability to fully and timely perform his obligations hereunder or (ii) the post-Closing conduct of MNNI's, Topsville's and JGSL's businesses. To Seller's Knowledge, there is no investigation pending or threatened against or affecting him, MNNI, Topsville, JGSL or any of their affiliates that might adversely affect (i) Seller's ability to fully and timely perform his obligations hereunder or (ii) the post-Closing conduct of MNNI's, Topsville's and JGSL's businesses. iv) Each of the employees listed in SCHEDULE 4.8 has been paid all compensation, fringe benefits and bonuses that are or may become due him/her from Topsville, and there is no dispute with any of those employees in that regard. None of those employees is entitled to pay in lieu of unused vacation days. Those employees who have unused vacation days, and the respective number thereof, are set forth in SCHEDULE 4.8. Such unused vacation days are further dealt with in Article VII, Section I(i)...
Sample 1
AutoNDA by SimpleDocs
No Litigation; Labor Disputes; Compliance with Laws. Except as set forth on Schedule 4.13: (a) except for FCC rulemaking proceedings generally affecting the television broadcasting industry, there is no decree, judgment, order, litigation at law or in equity, arbitration proceeding or other proceeding before or by any commission, agency or other administrative or regulatory body or authority pending or, to the Knowledge of Seller, threatened, to which Seller is a party or otherwise relating to the Stations or the Purchased Assets which could reasonably be expected to have a Material Adverse Effect; (b) to the Knowledge of Seller, there is no material investigation by any commission, agency or other administrative or regulatory body or authority pending or threatened, which is specifically concerned with the operations, business or affairs of Seller, the Stations or the Purchased Assets; (c) the Stations are not subject to or bound by any labor agreement, there is no labor dispute, grievance, controversy, strike or request for union representation pending or to the Knowledge of Seller threatened against Seller relating to or affecting the business or operations of the Stations and, to the Knowledge of Seller, Seller has not experienced any of the matters described in this Section 4.13(c); and (d) Seller has carried on and conducted the business and affairs of the Stations in material compliance with all applicable federal, foreign, state and local laws, statutes, ordinances, rules and regulations, and all applicable court or administrative orders or processes, including but not limited to the FCC, Occupational Safety and Health Administration, Equal Employment Opportunity Commission (“EEOC”), National Labor Relations Board and Environmental Protection Agency a violation of which has had or may reasonably be expected to have a Material Adverse Effect. The Stations comply in all material respects with all applicable statutes, rules and regulations pertaining to equal employment opportunity.
Sample 1
No Litigation; Labor Disputes; Compliance with Laws. Except as set forth on SCHEDULE 3.13: (a) There is no decree, judgment, order, 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 French, threatened, to which French, the Company or Subsidiary is a party or to which French, the Company and/or Subsidiary is subject or which could have an adverse effect on French, the Company, Subsidiary or the Company Shares, and, to the Knowledge of French, there is no basis for any other claim, litigation or proceeding. There is no investigation by any commission, agency or other administrative or regulatory body or authority pending or, to the Knowledge of French, threatened, which is concerned with the operations, business or affairs of the Company, Subsidiary or the Company Assets or, to the Knowledge of French, is there any basis for any such investigation. (b) Neither the Company nor Subsidiary is subject to or bound by any labor agreement or collective bargaining agreement; there is no labor dispute, grievance, controversy, strike or request for union representation pending or, to the Knowledge of French, threatened against the Company and/or Subsidiary; and to the Knowledge of French, there has been no occurrence of any events which could give rise to any such labor dispute, controversy, strike or request for representation. (c) The Company and/or Subsidiary own and operate, and have owned and operated, their properties and assets, and carry on and conduct, and have carried on and conducted their business and affairs in compliance in all material respects with all applicable federal, foreign, state and local laws, statutes, ordinances, rules and regulations, and all court or administrative orders or processes. The Company and Subsidiary comply in all material respects with all applicable statutes, rules and regulations pertaining to equal employment opportunity.
Sample 1
No Litigation; Labor Disputes; Compliance with Laws i) Except as set forth on SCHEDULE 4.6, there is no decree, judgment, order, litigation at law or in equity, arbitration proceeding or proceeding before or by any court, commission, agency or other administrative or regulatory body or authority pending or, to the Knowledge of Seller, threatened, to which Seller is a party or which might have a Material Adverse Effect. To the Knowledge of Seller, there is no investigation by any commission, agency or other administrative or regulatory body or authority pending or threatened, which is concerned with the operations, business or affairs of Seller with respect to the Purchased Assets.
Sample 1
No Litigation; Labor Disputes; Compliance with Laws. Except as set forth on Schedule 4.13: (a) except for FCC rulemaking proceedings generally affecting the television broadcasting industry, there is no decree, judgment, order, litigation at law or in equity, arbitration proceeding or other proceeding before or by any commission, agency or other administrative or regulatory body or authority pending or, to the Knowledge of Seller, threatened, to which Seller is a party or otherwise relating to the Station or the Purchased Assets which could reasonably be expected to have a Material Adverse Effect; (b) there is no material investigation by any commission, agency or other administrative or regulatory body or authority pending or to the Knowledge of Seller threatened, which is specifically concerned with the operations, business or affairs of Seller, the Station or the Purchased Assets; (c) the Station is not subject to or bound by any labor agreement, there is no labor dispute, grievance, controversy, strike or request for union representation or organizational effort with respect to a labor union pending or to the Knowledge of Seller threatened against Seller relating to or affecting the business or operations of the Station; and (d) Seller has carried on and conducted the business and affairs of the Station in compliance with all applicable federal, state and local laws, statutes, ordinances, rules and regulations, and all applicable court or administrative orders or processes.
Sample 1
No Litigation; Labor Disputes; Compliance with Laws. Except as set forth on Schedule 4.13: (a) except for FCC rulemaking proceedings generally affecting the radio broadcasting industry, there is no Action before or by any Governmental Authority or any third party pending or, to the Knowledge of Seller, threatened, to which any Seller is a party or otherwise relating to the Stations or the Purchased Assets which could reasonably be expected to result in a Material Adverse Effect; (b) the Stations are not subject to or bound by any labor agreement or collective bargaining agreement, there is no labor dispute, grievance, controversy, strike or request for union representation pending or, to the Knowledge of Seller, threatened against Seller relating to or affecting the business or operations of the Stations and, to the Knowledge of Seller, there has been no occurrence of any events which would give rise to any such labor dispute, controversy, strike or request for representation; and (c) Seller owns and operates, and has owned and operated, the Stations and the Purchased Assets, and carries on and conducts, and has carried on and conducted, the business and affairs of the Stations in compliance with all Laws and all Governmental Orders or processes, except where such operation or lack of compliance could not reasonably be expected to result in a Material Adverse Effect.
Sample 1
No Litigation; Labor Disputes; Compliance with Laws. (a) Except as set forth on SCHEDULE 4.14: (i) there is no decree, judgment, order, litigation at law or in equity or admiralty, mediation or arbitration proceeding or proceeding before or by any commission, agency or other administrative or regulatory body or authority pending or, to Company's and Seller's Knowledge, threatened, to which Company and/or any Subsidiary is a party or to which Company and/or any Subsidiary, the Station or the Broadcasting Assets are subject; (ii) there is no investigation by any commission, agency or other administrative or regulatory body or authority pending or, to Company's and Seller's Knowledge, threatened, which is concerned with the operations, business or affairs of Company and/or any Subsidiary, the Station or the Broadcasting Assets; and (iii) there is no claim, litigation, proceeding or governmental investigation pending against Seller, Company and/or any Subsidiary or the Station, or, to Company's and Seller's Knowledge, threatened, or any order, injunction or decree outstanding relating to Seller, Company and/or any Subsidiary, the Station or the Broadcasting Assets that seeks to or would prevent the consummation of the transactions contemplated by this Agreement. (b) Except as set forth on SCHEDULE 4.14 or SCHEDULE 4.23: (i) none of Seller, Company or any Subsidiary has received any notice from any labor union or group of employees that such union or group represents or believes or claims it represents or intends to represent any Station Employees; (ii) none of Seller, Company and/or any Subsidiary has received any notice that a labor dispute, grievance, controversy, strike or request for union representation by the Station Employees is planned, threatened or imminent; and (iii) none of Seller, Company and/or any Subsidiary has made any loan or given anything of value, directly or indirectly, to any officer, official, agent or representative of any labor union or group of employers other than salaries and ordinary course compensation. (c) Except as set forth on SCHEDULE 4.14: (i) Seller, Company and the Subsidiaries own and operate, and have owned and operated, their properties and assets, and carry on and conduct, and have carried on and conducted, the business and affairs of the Station in all material respects in compliance with all federal, foreign, state and local laws, statutes, ordinances, rules and regulations, and all court or administrative orders or processes, including, but not limited to, FCC, Occupa...
Sample 1
AutoNDA by SimpleDocs

Related to No Litigation; Labor Disputes; Compliance with Laws

  • Litigation; Labor Matters; Compliance with Laws (i) There is no suit, action or proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any basis for any such suit, action, proceeding or investigation that, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to the Company or prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement, nor is there any judgment, decree, injunction, rule or order of any Governmental Entity or arbitrator outstanding against the Company having, or which, insofar as reasonably could be foreseen by the Company, in the future could have, any such effect. (ii) The Company is not a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization, nor is it the subject of any proceeding asserting that it has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment nor is there any strike, work stoppage or other labor dispute involving it pending or, to its knowledge, threatened, any of which could have a material adverse effect with respect to Company. (iii) The conduct of the business of the Company complies with all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees or arbitration awards applicable thereto.

  • 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 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.

  • Compliance with Labor Laws Except as would not, individually or in the aggregate, result in a Material Adverse Change, (i) there is (A) no unfair labor practice complaint pending or, to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements pending, or to the best of the Company’s knowledge, threatened, against the Company or any of its subsidiaries, (B) no strike, labor dispute, slowdown or stoppage pending or, to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries and (C) no union representation question existing with respect to the employees of the Company or any of its subsidiaries and, to the best of the Company’s knowledge, no union organizing activities taking place and (ii) there has been no violation of any federal, state or local law relating to discrimination in hiring, promotion or pay of employees or of any applicable wage or hour laws.

  • 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 and Compliance with Laws (a) Except as disclosed in Parent’s Annual Report on Form 10-K for 2020 or any report filed by Parent on Form 10-Q or Form 8-K with the SEC after December 31, 2020, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower or the Guarantors, threatened against the Borrower or the Guarantors or any of their respective properties (including any properties or assets that constitute Collateral under the terms of the Loan Documents), before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that (i) are likely to have a Material Adverse Effect or (ii) could reasonably be expected to affect the legality, validity, binding effect or enforceability of the Loan Documents or, in any material respect, the rights and remedies of the Administrative Agent, the Collateral Trustee or the Lenders thereunder or in connection with the Transactions. (b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, the Borrower and each Guarantor to its knowledge is currently in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and ownership of its property.

  • 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.

  • COMPLIANCE WITH LAWS, STATUTES, REGULATIONS a) During the term of this Master Contract the CONTRACTOR and the LEA shall comply with all applicable federal and state laws and regulations relating to the provision of special education and related services, and facilities for individuals with exceptional needs. b) CONTRACTOR shall also comply with all applicable policies pursuant to the Local Plan, unless, taking into consideration all of the surrounding facts and circumstances, a policy or policies or a portion of a policy does not reasonably apply to CONTRACTOR. c) CONTRACTOR hereby acknowledges and agrees that it accepts all risks and responsibilities for its failure to comply with applicable LEA policies and shall indemnify LEA under the provisions of section 16 of this Master Contract for all liability, loss, damage and expense (including reasonable attorneys’ fees) resulting from or arising out of CONTRACTOR’s failure to comply with LEA policies. d) The CONTRACTOR shall comply with those policies, relating to among other things, the provision of special education and/or related services, facilities for individuals with exceptional needs, LEA pupil enrollment and transfer, LEA student inactive status, corporal punishment, student discipline, and positive behavior interventions.

  • Compliance with Laws and Court Orders (a) The Company and each of its Subsidiaries is and, since January 1, 2005, has been in compliance with, and, to the Knowledge of the Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law or Order, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where such failure has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries is in compliance with the terms of the Company Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) The Company and its Subsidiaries are in compliance in all material respects with all statutory and regulatory requirements under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Regulations and associated executive orders, and the Laws implemented by the Office of Foreign Assets Controls, United States Department of the Treasury (collectively, and any successors or replacements thereof, the “Export Control Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication during the past 12 months that alleges that the Company or Subsidiary of the Company is not, or may not be, in compliance with, or has, or may have, any liability under, the Export Control Laws. (c) The Company and its Subsidiaries are in compliance with all legal requirements under (i) the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (ii) international anti-bribery conventions (other than the convention described in clause (i)) and local anti corruption and bribery Laws, in each case, in jurisdictions in which the Company and the Company Subsidiaries are operating (collectively, the “Anti-Bribery Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any communication that alleges that the Company, a Subsidiary of the Company or any of their directors, officers, agents or employees is, or may be, in violation of, or has, or may have, any liability under, the Anti-Bribery Laws.

  • Litigation, Environmental and Labor Matters (a) There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) 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 or (ii) that involve this Agreement or the Transactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability or (iii) has received notice of any claim with respect to any Environmental Liability. (c) There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All material payments due from the Borrower or any of its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!