Seller Litigation. (a) There is no Action pending or, to the Knowledge of Seller, threatened, against Seller or any of its Affiliates by or before any Governmental Authority that, if determined in a manner adverse to Seller or any of its Affiliates, would have a Seller Material Adverse Effect.
(b) There is no outstanding Order binding on or, to the Knowledge of Seller, threatened, against Seller or any of its Affiliates that would have a Seller Material Adverse Effect.
Seller Litigation. Except as set forth in Schedule 4.16, there are no claims, demands, summons, hearings, subpoenas, inquiries, known investigations, mediation, actions, audits, suits, or proceedings of any nature, civil, criminal, regulatory, investigative or otherwise (collectively, “Legal Proceedings”), pending or, to the Knowledge of Seller, threatened, against Seller or the Business or with respect to any employee benefit plan, at law or in equity or before or by any Governmental Authority, nor any arbitration or mediation proceeding, in each case including, without limitation, any claims, investigations, audits or proceedings relating to environmental matters or Healthcare Laws. Seller is not subject to any judgment, order, writ, injunction or decree of any court or governmental body with respect to or affecting, directly or indirectly, the Business. To the Knowledge of Seller, there is no fact, circumstance, or claim which is reasonably likely to give rise to any Legal Proceeding.
Seller Litigation. No Proceeding or Order is pending and no Claim has been made (and, to the Knowledge of the Sellers, no Claim, Proceeding or Order has been threatened) against or affecting a Seller (a) under any bankruptcy or insolvency Law, (b) that seeks injunctive or other relief in connection with this Agreement or (c) that reasonably would be expected to adversely affect (i) any Seller’s performance under this Agreement or any other Transaction Agreement to which a Seller or any Seller Affiliate is or is to become a party or (ii) the consummation of any of the Contemplated Transactions.
Seller Litigation. There are no claims, actions, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of Seller, threatened against or affecting Seller or any of its subsidiaries or any of their respective properties or assets at law or in equity by or before any Governmental Entity which would reasonably be expected to have a material adverse effect on Seller's ability to consummate the Transactions.
Seller Litigation. As of the date of this Agreement, there are no pending or threatened, lawsuits, actions, suits, claims or other proceedings at law or in equity or investigations before or by any Governmental Authority against such Seller that would reasonably be expected to materially impair the ability of such Seller to consummate the sale of the Sale Shares or perform its obligations under this Agreement, the Governance Agreement and the Ancillary Agreements to which it is party. To the Knowledge of such Seller, there is no unsatisfied judgment or any open injunction binding upon such Seller which would reasonably be expected to materially impair the ability of such Seller to consummate the sale of the Sale Shares or perform its obligations under this Agreement, the Governance Agreement and the Ancillary Agreements to which it is party.
Seller Litigation. Borrower shall, on the 10th Business Day following the date of receipt by Borrower or any of its Subsidiaries of any cash proceeds in respect of any Seller Litigation (whether pursuant to judgment, settlement or otherwise), prepay an aggregate principal amount of the Advances equal to the amount of such cash proceeds (less only the amount of any costs, fees, expenses and taxes incurred by Borrower in respect of such Seller Litigation, including, without limitation, fees and expenses of counsel to Borrower and other consultants of Borrower actually paid or payable by Borrower in respect of such Seller Litigation), provided that the amount prepaid hereunder shall be reduced to the extent that during such 10 Business Day period Borrower or its Subsidiaries have utilized or entered into a binding commitment to utilize such cash proceeds to effect a Capital Expenditure by Borrower or a Subsidiary of Borrower. Each such prepayment pursuant to this subsection 2.4(c) shall be applied in inverse order to the unpaid installments of the Advances. Borrower acknowledges and agrees that in the event Borrower or any of its Subsidiaries shall receive any property other than cash in respect of any Seller Litigation, such property shall immediately be pledged to Agent for the benefit of Lenders pursuant to such Collateral Documents (including any additional Collateral Documents) as Agent may request in order to create and perfect a first priority security interest in such property to secure the payment of the Obligations under the Loan Documents.
Seller Litigation. Each of Purchaser and the Adviser, on behalf of such Seller, agree to provide the other with prompt notice of any claim, action, suit, litigation or proceeding (including any class action or derivative litigation) brought, asserted or commenced by, on behalf of or in the name of, against or otherwise involving a Party relating to this Agreement or any of the transactions contemplated hereby, and shall keep the other informed on a reasonably prompt basis with respect to the status thereof. Each of Purchaser and the Adviser, on behalf of each Seller, shall give the other the opportunity to participate (at the other’s expense) in the defense or settlement of any such litigation, and no such settlement shall be agreed to without the other’s prior written consent.
Seller Litigation. Except as set forth in Schedule 4.18, since January 1, 2010, there have been no claims, demands, summons, hearings, subpoenas, inquiries, known investigations, mediation, actions, audits, suits, or proceedings of any nature, civil, criminal, regulatory, investigative or otherwise (collectively, “Legal Proceedings”), pending or, to the Knowledge of Sellers, threatened, against any Seller or the Business or with respect to any employee benefit plan, at law or in equity or before or by any Governmental Authority, nor any arbitration or mediation proceeding, in each case including, without limitation, any claims, investigations, audits or proceedings relating to environmental matters or Healthcare Laws. Seller is not subject to any judgment, order, writ, injunction or decree of any court or governmental body with respect to or affecting, directly or indirectly, the Business. To the Knowledge of Sellers, there is no fact, circumstance, or claim which is reasonably likely to give rise to any Legal Proceeding.
Seller Litigation. No Proceeding to which the Seller is a party is pending nor, threatened against the Seller, which adversely affects or challenges, or that may reasonably be expected to adversely affect or challenge, the legality, validity or enforceability of the execution, delivery and performance by the Seller of this Agreement and all documents ancillary hereto and the consummation of the transactions contemplated hereby and thereby.
Seller Litigation. No Proceeding to which the Seller is a party is pending nor, to the Seller’s Knowledge threatened against the Seller, which adversely affects or challenges, or that may reasonably be expected to adversely affect or challenge, the legality, validity or enforceability of the execution, delivery and performance by the Seller of this Agreement and all documents ancillary hereto and the consummation of the transactions contemplated hereby and thereby. Seller shall inform Purchaser of all threatened litigation, claims, investigations, administrative proceedings or similar actions which may materially affect his ownership of the Sale Shares or the transactions contemplated hereby.
