No Litigation; Proceedings Sample Clauses

No Litigation; Proceedings. Except as set forth on Schedule 7.02(e), there are no pending or, to Starwood Parties' Knowledge, threatened actions, suits, proceedings or claims against or affecting the Partnership at law or in equity or before or by any Government Entity.
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No Litigation; Proceedings. There shall be no action, suit, or proceeding threatened, instituted or pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction (other than those set forth on the Litigation Schedule attached hereto as Schedule 7.10) wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (a) prevent or enjoin the consummation of any of the transactions contemplated by this Agreement (including, without limitation, the Government Financing Package, and the purchase of the SDI Stock by the Purchaser), (b) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (c) affect adversely the right of the Company to own, operate, or control its business or assets (and no such judgment, order, decree, stipulation, injunction, or charge shall be in effect).
Sample 1
No Litigation; Proceedings. There shall be no action, suit, or proceeding threatened, instituted or pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction (other than those set forth on the attached Litigation Schedule) wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would (A) prevent or enjoin the consummation of any or the transactions contemplated by this Agreement (including, without limitation, the purchase or Class A Common by the Purchasers and the consummation of the debt financing contemplated by the Bank Agreement, the Subordinated Loan Agreement, the SMS Contingency Facility and the Government Financing Package), (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (C) affect adversely the right of the Company to own, operate, or control the Project (and on such judgment, order, decree, stipulation, injunction, or charge shall be in effect).
Sample 1
No Litigation; Proceedings. There are no pending or, to Buyer's knowledge, threatened investigations, actions, suits, proceedings or claims against or affecting Buyer at law or in equity or before or by any Government Entity which, if determined adversely, would have a material adverse impact on Buyer or the transactions contemplated hereby.
Sample 1
No Litigation; Proceedings. There are no pending or, to Buyer's knowledge, overtly threatened investigations, actions, suits, proceedings or claims against or affecting any Patriot/Wyndham Entity at law or in equity or before or by any Government Entity which, if determined adversely, would have a Material Adverse Effect on Buyer or a material adverse effect on the financial condition or results of operations of such other Patriot/Wyndham Entity, as the case may be, or adversely affect the ability of any Patriot/Wyndham Entity to consummate the transactions contemplated by the Transaction Documents to which it is a party.
Sample 1
No Litigation; Proceedings. There shall be no action, suit, or proceeding threatened, instituted or pending before any court or quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction, wherein an unfavorable judgment, order, decree, stipulation, injunction, or charge would prevent or enjoin the consummation of the purchase of the SDI Stock by Purchaser at or following the Third Closing, or the consummation of the debt financing contemplated by the Bank Agreement, or the subordinated debt financing contemplated by the Subordinated Loan Agreement.
Sample 1

Related to No Litigation; Proceedings

  • 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.

  • 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;

  • Litigation; Proceedings Except as specifically disclosed in Schedule 3.1(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) relates to or challenges the legality, validity or enforceability of any of the Transaction Documents, the Shares or the Underlying Shares, (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documents.

  • 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.

  • Arbitration Proceedings Arbitration between the parties will be subject to the following:

  • No Proceedings or Litigation No action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced, and no investigation by any governmental authority shall have been threatened, against the Company or any Subsidiary, or any of the officers, directors or affiliates of the Company or any Subsidiary seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages in connection with such transactions.

  • Litigation and Proceedings There are no actions, suits, proceedings, or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

  • Suits and Proceedings To Seller’s Knowledge, except as listed in Exhibit H, there are no legal actions, suits or similar proceedings pending and served, or threatened in writing against Seller or the Property which (i) are not adequately covered by existing insurance and (ii) if adversely determined, would materially and adversely affect the value of the Property, the continued operations thereof, or Seller’s ability to consummate the transactions contemplated hereby.

  • Investigations and Proceedings The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or any judicial proceeding with respect to each party’s activities under this Agreement and promptly to notify the other party of any such investigation or proceeding.

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