Pending, Threatened and Unasserted Claims Sample Clauses

Pending, Threatened and Unasserted Claims. The Company shall assume liability for all claims, including pending, threatened and unasserted claims, relating to actions or omissions relating to the Company Business and Cellectis shall assume liability for all pending, threatened and unasserted claims relating to actions or omissions relating to the Cellectis Business. In the event of any third-party claims that name both Parties as defendants, each Party will cooperate with the other Party to defend against such claims.
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Pending, Threatened and Unasserted Claims. NRF shall assume liability for all pending, threatened and unasserted Claims relating to actions or omissions occurring prior to the Distribution relating to the NRE Business and NRE shall be responsible for all Claims relating to actions or omissions occurring after the Distribution that relate to the NRE Business. To the extent a Claim relates to a series of actions relating to the NRE Business occurring both before and after the Distribution, NRE shall allocate liability for such Claims between NRE and NRF on a pro-rata basis or such other means as NRE determines to be reasonable. In the event of any third-party Claims that name both Parties as defendants but that do not primarily relate to either the NRE Business or the NRF Business, each Party will cooperate with the other Party to defend against such Claims. Each Party will cooperate in defending any Claims against the other for events that are related to the Distribution, but may have taken place prior to, on or after the Distribution Date.
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Pending, Threatened and Unasserted Claims. NorthStar Realty shall assume liability for all pending, threatened and unasserted Claims relating to actions or omissions occurring prior to the Distribution relating to the NSAM Business and NSAM shall be responsible for all Claims relating to actions or omissions occurring after the Distribution that relate to the NSAM Business. To the extent a Claim relates to a series of actions relating to the NSAM Business occurring both before and after the Distribution, NSAM shall allocate liability for such Claims between NSAM and NorthStar Realty on a pro-rata basis or such other means as NSAM determines to be reasonable. In the event of any third-party Claims that name both Parties as defendants but that do not primarily relate to either the NSAM Business or the NorthStar Realty Business, each Party will cooperate with the other Party to defend against such Claims. Each Party will cooperate in defending any Claims against the other for events that are related to the Distribution, but may have taken place prior to, on or after the Distribution Date.
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Related to Pending, Threatened and Unasserted Claims

  • 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.

  • Pending Claims There are no (i) claims, demands, litigation, proceedings or governmental investigations pending or to Seller’s knowledge threatened, against Seller, the Manager or any Affiliate of any of them (collectively, “Seller Parties”) or related to the business or assets of the Hotel, except as set forth on Exhibit I attached hereto and incorporated herein by reference, (ii) special assessments or extraordinary taxes except as set forth in the Title Commitment or (iii) pending or threatened condemnation or eminent domain proceedings which would affect the Property or any part thereof. To Seller’s knowledge, there are no other: pending arbitration proceedings or unsatisfied arbitration awards, or judicial proceedings or orders respecting awards, which might become a lien on the Property or any portion thereof, pending unfair labor practice charges or complaints, unsatisfied unfair labor practice orders or judicial proceedings or orders with respect thereto, pending charges or complaints with or by city, state or federal civil or human rights agencies, unremedied orders by such agencies or judicial proceedings or orders with respect to obligations under city, state or federal civil or human rights or antidiscrimination laws or executive orders affecting the Hotel, or other pending, actual or, to Seller’s knowledge, threatened litigation claims, charges, complaints, petitions or unsatisfied orders by or before any administrative agency or court which affect the Hotel or might become a lien on the Hotel (collectively, the “Pending Claims”).

  • 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;

  • Pending Matters No suit, action or other proceeding shall be pending or threatened that seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement.

  • No Actions, Claims, Etc As of the date hereof, each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

  • Litigation and Claims No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

  • No proceedings pending or threatened No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

  • 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.

  • Environmental Claims Each Obligor shall (through the Company), promptly upon becoming aware of the same, inform the Facility Agent in writing of: (a) any Environmental Claim against any member of the Group which is current, pending or threatened; and (b) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group, where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing Date;

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