No Violation or Litigation. Such Party is not in violation of any Applicable Law which, individually or in the aggregate, would affect its performance of any obligations under this Agreement. There are no legal or arbitration proceedings or any proceeding by or before any Governmental Authority, now pending or (to the best knowledge of such Party) threatened against it which, if adversely determined, could reasonably be expected to have a material adverse effect on its financial condition, operations, prospects or business, as a whole, or its ability to perform under this Agreement.
No Violation or Litigation. (a) Neither the Seller Parties, with respect to the Business, nor the Purchased Assets are subject to any Court Order.
(b) Since July 1, 2015, in connection with their operation of the Business, no Seller Party has been, and no Seller Party is, in violation or default under any Court Order or Requirement of Law applicable to the Business.
(c) Except as set forth on Schedule 5.18(C), there are no lawsuits, claims, suits, proceedings or investigations pending or, to the Knowledge of Seller, threatened against or affecting the Seller Parties in respect of the Purchased Assets or the Business.
No Violation or Litigation. Except as set forth in SCHEDULE 5.22:
(i) none of the Sellers, with respect to the Business, nor the Purchased Assets are subject to any Court Order;
(ii) the Purchased Assets and their uses comply in all material respects with all applicable Requirements of Laws and Court Orders;
(iii) Sellers have complied with all Requirements of Laws and Court Orders which are applicable to the Purchased Assets or the Business;
(iv) there are no lawsuits, claims, suits, proceedings or investigations pending or, to the knowledge of any Seller, threatened against or affecting any Seller in respect of the Purchased Assets or the Business nor, to the knowledge of each Seller, is there any basis for any of the same, and there are no lawsuits, suits or proceedings pending in which any Seller is the plaintiff or claimant and which relate to the Purchased Assets or the Business;
(v) there is no action, suit or proceeding pending or, to the knowledge of each Seller, threatened which questions the legality or propriety of the transactions contemplated by this Agreement; and
(vi) to the knowledge of each Seller, no legislative or regulatory proposal has been adopted or is pending which could adversely affect the Business.
No Violation or Litigation. Except as set forth in Schedule 5.18:
(i) neither the Shares, nor the Company, the Subsidiary or any of their respective assets or properties is subject to any Court Order;
(ii) the assets and properties of the Company and the Subsidiary and their uses comply in all material respects with all applicable Requirements of Laws and Court Orders;
(iii) the Company, the Subsidiary and the Seller, with respect to the Shares, the Business, the Company and the Subsidiary, have complied, in all material respects, with all Requirements of Laws and Court Orders which are applicable to the Shares, the Company, the Subsidiary, the assets or properties of the Company and the Subsidiary and the Business, including all consumer privacy laws, the Truth in Lending Act, the Home Owners Equity Protection Act, the Real Estate Settlement Procedures Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Homeowners Protection Act, 12 U.S.C. Section 1831d(a), the USA PATRIOT act, the BSA and the CRA (and, with respect to the CRA, currently has rating of “Satisfactory” or better);
(iv) there are no lawsuits, claims, suits, proceedings or investigations pending or, to the Knowledge of Seller, threatened against, affecting or relating to the Shares, the Company or the Subsidiary or their assets or properties or the Business (including any in which Seller, the Company or the Subsidiary is the plaintiff or claimant), nor to the Knowledge of Seller, is there any reasonable basis for any of the same; and
(v) there is no action, suit or proceeding pending or, to the Knowledge of Seller, threatened which questions the legality or propriety of the transactions contemplated by this Agreement or the Merger Agreement.
No Violation or Litigation. Except as set forth in Schedule 5.19:
(i) neither any Seller nor the Purchased Assets are subject to any Court Order;
(ii) the Purchased Assets and their uses in the Business as conducted by Sellers prior to the Closing Date materially comply with all applicable Requirements of Laws and Court Orders;
(iii) each Seller has materially complied with all Requirements of Laws and Court Orders that are applicable to the Purchased Assets or the Business;
(iv) there are no situations with respect to any Seller or the Business which involved or involve (A) the use of any corporate funds for bribes or unlawful contributions, loans, donations, gifts, entertainment or other unlawful expenses related to political activity; (B) the making of any direct or indirect unlawful payments to government officials or others or the establishment or maintenance of any unlawful or unrecorded funds; (C) the violation of the Foreign Corrupt Practices Act of 1977, or any rules or regulations promulgated thereunder, or similar Requirements of Laws in any jurisdiction in which the Business is conducted; or (D) the receipt of any illegal discounts or rebates or any other violation of the antitrust laws;
(v) there are no lawsuits, claims, suits, proceedings or investigations pending or, to the Sellers’ Knowledge, threatened against or affecting a Seller that relate to the Purchased Assets or the Business nor, to the Sellers’ Knowledge, is there any basis for any of the same, and there are no lawsuits, suits or proceedings pending in which a Seller is the plaintiff or claimant; and
(vi) there is no action, suit or proceeding pending against Sellers or, to the Sellers’ Knowledge, threatened which questions the legality or propriety of the transactions contemplated by this Agreement.
No Violation or Litigation. Except as set forth in the AISCO -------------------------- Disclosure Schedule, neither AISCO nor any AISCO Subsidiary is in material violation of any law or order, writ, injunction or decree of any court or other governmental department, commission, board, bureau, agency or instrumentality, and there are no material lawsuits, proceedings, claims or governmental investigations pending or threatened against AISCO, any AISCO Subsidiary against the properties or business of any of them, or any officer or employee of AISCO or any AISCO Subsidiary, nor is there any reasonable basis known to AISCO for any such action and there is no action, suit, proceeding or investigation pending, threatened or contemplated which questions the legality, validity or propriety of the transactions contemplated by this Agreement.
No Violation or Litigation. Except as set forth in the Company -------------------------- Disclosure Schedule, the Company is not in material violation of any law or order, writ, injunction or decree of any court or other governmental department, commission, board, bureau, agency or instrumentality, and there are no material lawsuits, proceedings, claims or governmental investigations pending or, to the knowledge of any executive officer or employee of the Company, threatened against the Company, against the properties or business of any of the Company, or any officer or employee of the Company, nor is there any reasonable basis known to the Company for any such action and there is no action, suit, proceeding or investigation pending, threatened or, to the knowledge of the Company, contemplated which questions the legality, validity or propriety of the transactions contemplated by this Agreement.
No Violation or Litigation. Except as set forth in Section 5.13 of the Seller Disclosure Letter:
(a) The Company and its Affiliates are, and for the past two (2) years have been, in compliance in all material respects with all applicable Requirements of Law and Court Orders in respect of the Business, other than matters relating to Taxes or compliance with Environmental Laws, Environmental Permits or regulation as a utility, all representations with respect to which are the subject of Section 5.6, Section 5.16 and Section 5.18, respectively;
(b) (i) as of the date hereof, and during the two (2)-year period prior to the date of this Agreement, other than to the extent arising out of or relating to the Greater Xxxxxxxx Incident, there is no action, proceeding, suit, litigation, arbitration, mediation or other alternative dispute resolution proceeding (each, an “Action”) pending, or, to the Knowledge of Seller, threatened, against the Business or the Company or the directors, officers or employees of the Company (in their capacities as such), which (A) alleges damages in excess of $4,000,000, (B) has been brought by or on behalf of a Governmental Body and would reasonably be expected to be material to the Company or the Business or (C) seeks injunctive relief or non-monetary damages and would reasonably be expected to be material to the Company or the Business; and (ii) as of the date hereof, other than to the extent arising out of or relating to the Greater Xxxxxxxx Incident, Seller has not received written notice of any pending audit, inquiry, examination or investigation by a Governmental Body that would reasonably be expected to be material to the Company or the Business, nor, to the Knowledge of Seller, has any such audit, inquiry, examination or investigation been threatened in writing. Except as set forth in Section 5.13 of the Seller Disclosure Letter, the Company is not subject to any outstanding order issued by any Governmental Body of competent jurisdiction that is material to the Company (other than orders generally applicable to the industry in which the Company operates); and
(c) as of the date hereof, there is no action, suit or proceeding pending or, to the Knowledge of Seller, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements.
No Violation or Litigation. Except as set forth in Schedule 4.19:
(a) none of the Shares, the Seller or the Company, or any of Company’s assets or properties is subject to any Court Order;
(b) the assets and properties of the Company and their uses substantially comply with all applicable Requirements of Law and Court Orders;
(c) the Company is in substantial compliance with all Requirements of Law and Court Orders which are applicable to the Company, its assets, properties or the Business;
(d) there are no lawsuits, claims, suits, proceedings or investigations pending or, to the Knowledge of the Company, threatened against or affecting the Shares or the Company or its assets or properties or the Business nor, to the Knowledge of the Company, is there any basis for any of the same, and there are no lawsuits, suits or proceedings pending in which the Company is the plaintiff or claimant or which relates to the Shares, the Company’s assets or properties or the Business;
(e) 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; and
(f) to the Knowledge of the Company, no legislative or regulatory proposal has been adopted or is pending which could reasonably be expected to materially adversely affect the Shares, the Company or the Business.
No Violation or Litigation. Except as set forth in Schedule 6.3:
(a) there are no Proceedings pending or, to the knowledge of Buyer, threatened against Buyer or its Subsidiaries which are reasonably expected to materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby;
(b) there are no Proceedings pending or, to the knowledge of Buyer, threatened that question the legality of the transactions contemplated by this Agreement or any of Buyer Ancillary Agreements; and
(c) Buyer is not subject to any outstanding Order that prohibits or otherwise restricts the ability of any of Buyer to consummate fully the transactions contemplated by this Agreement or any of the Buyer Ancillary Agreements.
