Unasserted Claims. Any action, suit or claim arising out of, caused by or based upon any act or omission of Seller or any of its shareholders, partners, directors, executives, officers, employees, agents or representatives at any time before the Closing Date.
Unasserted Claims. Any Proceeding against Buyer by any Person arising out of or caused by, directly or indirectly, any act or omission of Seller, or any of its shareholders, directors, officers, employees, agents or representatives, occurring at any time on or before the Closing Date.
Unasserted Claims. Executive hereby represents he has no knowledge of any nonfrivolous claims that may be asserted against the Bank or WGNB, that arise solely out of Executive’s actions or inactions, and that he believes may result in a successful claim against the Bank or WGNB.
Unasserted Claims. Except as disclosed in Schedule 5.3 (ab) hereto, to the best knowledge and belief of Mayer, Mayer is not aware of any breach or wrongdoing that if known by a potential claimant or governmental authority would give rise to a claim or proceeding which, if resolved with results unfavorable to Company, would have a material adverse effect on the financial condition, business, operations, assets or business prospects of Company or the consummation of the Merger or the other transactions contemplated herein.
Unasserted Claims. There are no facts that, if known by a potential claimant or governmental authority, would give rise to a claim or proceeding that, if asserted or conducted with results unfavorable to Seller, would have a material adverse effect on the business or financial condition of Seller or the consummation of the transactions herein contemplated, or the use of the Purchased Assets after the Closing.
Unasserted Claims. Any Proceeding against the IntriCon Group by any Person arising out of or caused by, directly or indirectly, any act or omission of Xxxxxxxx, or any of its shareholders, directors, officers, employees, agents or representatives, occurring at any time on or before the Closing Date.
Unasserted Claims. The Company’s letter did not specifically identify any items described in clause (c) of Paragraph 5 of the ABA Policy (unasserted possible claims or assessments), and we therefore are not undertaking to comment in this letter with regard to any such loss contingencies, if any should exist.
Unasserted Claims. To the knowledge and belief of EPi and EPi Sub after due inquiry, there are no facts which, if known by a potential claimant or governmental authority, would give rise to a claim or proceeding which, if asserted or conducted with results unfavorable to EPi or EPi Sub, would have a material adverse effect on the business, business prospects, or financial condition of EPi or EPi Sub, the Merger or the other transactions contemplated herein, or the use of the assets or properties of EPi or EPi Sub after the Effective Date. (z) Absence of Judicial Orders. Neither EPi nor EPi Sub is a party to any decree, order or arbitration award (or agreement entered into in any administrative, judicial or arbitration proceeding with any governmental authority) with respect to or affecting its properties, assets, personnel, business activities or business prospects.
Unasserted Claims. Except as disclosed in Schedule 5.3(z) hereto, to the knowledge and belief of HTD after due inquiry, there are no facts which, if known by a potential claimant or governmental authority, would give rise to a claim or proceeding which, if asserted or conducted with results unfavorable to HTD, would have a material adverse effect on the business, business prospects, or financial condition of HTD, the Merger or the other transactions contemplated herein, or the use of the assets or properties of HTD after the Effective Date.
Unasserted Claims. 18 (z) Absence of Judicial Orders............................................................18 (aa) Compliance with Law...................................................................18 (bb) Hazardous Materials...................................................................18 (cc) Accuracy of Documents, Representations and Warranties................................ 18 (dd) Subsidiaries and Stockholder Affiliates...............................................19 (ee) EPi Device Sale.......................................................................19 5.3 Representations and Warranties of HTD..........................................................19 (a) Organization..........................................................................19 (b)
