Proceedings, Etc. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE ----------------- GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY THE GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. The Guarantor hereby designates and appoints CT Corporation System, presently located at 0000 Xxxxxxxx, Xxx Xxxx, X.X. 00000 as its authorized agent (the "Process Agent") to accept and acknowledge on its behalf service of any and all process which may be served in any suit, action or proceeding in any New York State or United States Federal Court sitting in New York, and to receive and acknowledge on behalf of the Guarantor any Demands made by the Administrative Agent pursuant to Section 2 hereof. The Guarantor represents and warrants that the Process Agent has agreed in writing to accept such appointment and that true copies of such acceptance will be furnished to the Administrative Agent prior to the Effective Date under the Credit Agreement. The Guarantor agrees that the failure of the Process Agent to give notice to the Guarantor of any such service or Demand shall not impair the validity of such service or Demand or of any judgment rendered in any action or proceeding based thereon. Service of all process in any such proceeding in any such court and of any Demand under Section 2 hereof may be made by hand delivery, courier service or by registered or certified mail, return receipt requested, to the Process Agent, such service being hereby acknowledged by the Guarantor to be sufficient for personal jurisdiction in any action against the Guarantor in any such court and to be otherwise effective and binding service or demand in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of the Administrative Agent or any Bank to bring proceedings against the Guarantor in the courts of any other jurisdiction.
Proceedings, Etc. On the Effective Date, all corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be satisfactory in form and substance to the Administrative Agent and the Required Banks, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities.
Proceedings, Etc promptly after a Responsible Officer becoming aware thereof, the occurrence of any action, suit, dispute, arbitration, proceeding, labor or industrial dispute or other circumstance affecting the Company and the Subsidiary Guarantors, the result of which if determined adversely would reasonably be expected to have a Material Adverse Effect; and
Proceedings, Etc. As of the Closing Date, there are no Proceedings that (i) relate to any Transaction Document or the transactions contemplated hereby or thereby or (ii) individually or in the aggregate, could materially impair the Company’s and its Subsidiaries’ respective rights, powers or remedies with respect to applicable Products or would otherwise reasonably be expected to have a Material Adverse Effect. Neither Company nor any of its Subsidiaries is in violation of or in default with respect to any final judgments, writs, injunctions, decrees, rules, laws or regulations of any Governmental Authority having appropriate jurisdiction except to the extent such violation or default could not reasonably be expected to result in a Material Adverse Effect.
Proceedings, Etc. There are no actions, suits, investigations or proceedings (including, without limitation, disciplinary actions of regulatory authorities) pending or, to the knowledge of Shareholder threatened against the Companies or any officer, director, shareholder or employee of the Companies, as such, which singly or in the aggregate might have a material adverse effect on the Companies. As used in this Agreement, the term “material adverse effect” means any change in, or effect on, the Companies that is materially adverse to the assets, properties, financial condition or prospects of the Companies, not including (i) ordinary wear and tear, (ii) transactions in the ordinary course of business, (iii) depreciation and (iv) changes in the economy. The Companies are not in default with respect to any notice, order, writ, injunction or decree or investigation, inquiry or demand of court or any federal, state, local or foreign governmental authority.
Proceedings, Etc. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of this Agreement or the consummation of the transactions contemplated hereby and thereby or which, in Lender’s good faith judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Mezzanine Loan Documents.
Proceedings, Etc. Except as listed on the attached Exhibit 8.8, there is no action or proceeding (whether or not purportedly on behalf of Southshore) pending or threatened by or against Southshore, nor does there exist any basis therefor, which might result in any material adverse change in the condition, financial or otherwise, of Southshore's business or assets. No order, writ or injunction or decree has been issued by, or requested of any court or governmental agency which does nor may result in any material adverse change in Southshore's assets or properties or in the financial condition or the business of Southshore. Southshore is not liable for damages to any employee or former employee as a result of any violation of any state, federal or foreign laws directly or indirectly relating to such employee or former employee.
Proceedings, Etc. All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and by all other Transaction Documents and all documents incident thereto shall be reasonably satisfactory in substance and form to each Purchaser, and each Purchaser shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request. You shall have received such financial, business and other information regarding the Company, Global and each Global Subsidiary as you shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under ERISA, collective bargaining agreements and other arrangements with employees.
Proceedings, Etc. All proceedings to be taken by Buyer in connection with the consummation of the transactions contemplated by this Agreement and all certificates, opinions, Contracts and other documents received by Seller in connection therewith (including pursuant to this SECTION 3) will be satisfactory in form and substance to Designated Sellers in their reasonable discretion. The Designated Sellers may waive any condition specified in this SECTION 4 (on behalf of all Sellers) if they jointly execute a waiver in writing so stating at or prior to the Closing.
Proceedings, Etc. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE ----------------- GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY THE GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS
