Xxxxx Proceedings Sample Clauses

Xxxxx Proceedings. Except as disclosed in Section 4.06 of the Disclosure Schedules, as of the date hereof, there are no Actions pending or, to Parent’s Knowledge, threatened against or by Parent, Merger Sub or any of their respective Affiliates that (i) materially affect any of their properties or assets, or (ii) challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. As of the date hereof, to Parent’s Knowledge, no event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Xxxxx Proceedings. (a) Except as set forth in Schedule 3.7 of the Parent’s Disclosure Schedules, there are no Actions pending or, to Parent’s Knowledge, threated against or by Parent that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred nor do circumstances exist that may give rise or serve as a basis for any such Action. ​ ​ COMMON TERMS AND CONDITIONS ​ 10.1.docx Page 17 of 42 (4.21.21 - 22:03) ​ ​ ​ (b) Except as set forth in Schedule 3.7 of the Parent’s Disclosure Schedules, there are no Actions pending or, to Parent’s Knowledge, threatened against or by the Parent relating to or affecting the business of Parent which could be reasonably expected to have a Material Adverse Effect on Parent or materially interfere with Parent’s ability to consummate the transactions contemplated by this Agreement. (c) Except as set forth in Schedule 3.7 of the Parent’s Disclosure Schedules, there are no outstanding orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the business of Parent which could be reasonably expected to have a Material Adverse Effect on Parent or materially interfere with Parent’s ability to consummate the transactions contemplated by this Agreement.

Xxxxx Proceedings. (a) There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer or CNHTC’s knowledge, threatened against or by Buyer or CNHTC or any Affiliate of Buyer or CNHTC which, individually or in the aggregate, would reasonably be expected to have a material adverse effect on Buyer or CNHTC’s ability to consummate the transactions contemplated hereby or otherwise impede, prevent or materially delay the consummation of the transactions contemplated by this Agreement. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting (or, to Buyer or CNHTC’s knowledge, investigations involving) Buyer or CNHTC or any Affiliate of Buyer or CNHTC which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on Buyer or CNHTC’s ability to consummate the transactions contemplated hereby.

Xxxxx Proceedings. Such Party has not received any written notice with respect to, or has any knowledge of, any litigation, claim, action, suit, proceeding or governmental investigation pending and there is no pending or threatened litigation, claim, action, suit, proceeding or governmental investigation against such Party or its Affiliates, in each case that seeks the issuance of an Order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement.

Xxxxx Proceedings. Submission of Matters to a Vote of Security Holders............. 27

Xxxxx Proceedings. There is no Action of any nature pending or, to the Company’s knowledge, threatened against or by the Company or any of its controlled Affiliates that (a) would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company or any of its controlled Affiliates, or (b) challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement or the other Transaction Agreements to which it is a party. To the Company’s knowledge, no event has occurred or circumstances exist that could reasonably be expected to give rise to, or serve as a basis for, any such Action.

Xxxxx Proceedings. No litigation, arbitration, investigation, or other proceeding of or before any court, arbitrator, or Governmental Authority which relates to Seller, Principals, any Asset, or the Business is pending or, to the knowledge of Seller and Principals, threatened. Neither Seller nor Principals are a party to or subject to the provisions of any judgment, order, writ, injunction, decree, or award of any court, arbitrator, or Governmental Authority which would adversely affect Seller, the Business, the Assets, or the transactions contemplated hereby. ​

Xxxxx Proceedings. 13.1. The Client agrees that these terms and conditions, and all modifications and amendments thereto shall be governed by and decided upon and construed under and in accordance with the laws of the Republic of South Africa. 13.2. The Client, by their signature hereto and in terms of the provisions of Section 45 of the Magistrate’s Court Act, No 32 of 1944, as amended, consents to the jurisdiction of the Magistrates Court in relation to any actions or proceedings instituted against the Client in terms of, or arising out of the provisions of this Agreement, provided that Mtrack, in their sole and absolute discretion shall be entitled to institute any such actions or proceedings, in any division of the High Court of South Africa possessed of the requisite jurisdiction. 13.3. In the event that the National Credit Act is applicable, the Client confirms and agrees that this agreement constitutes an Incidental Credit Agreement, as envisioned by the Act. 13.4. A certificate signed by a manager or director of Mtrack (whose authority need not be proved) shall on the mere production thereof serve as prima facie proof of the indebtedness of the Client to Mtrack. 13.5. The Client shall pay all legal costs on an attorney and client scale, tracing agent’s fees and collection commission which Mtrack may incur in taking any steps pursuant to any breach or enforcement of these terms and conditions by Mtrack. 13.6. The Client shall be liable to pay interest accrued on any amount due, owing and payable to Mtrack at a rate of 12% (twelve percent) per annum from due date to date of payment in full. 14.1. Without detracting from any of the other provisions of this Agreement, Mtrack shall not be liable to the Client for any loss, damage and/or harm suffered by the Client from any cause whatsoever arising, whether same is direct, indirect and/or consequential, in the event that: 14.1.1. Mtrack fails for any reason whatsoever to supply and/or deliver and/or provide installation of any Terminal Equipment, either on the required date, or at all, and/or; 14.1.2. The Network Services are interrupted, suspended or terminated, for whatsoever reason and/or; 14.1.3. Mtrack fails to suspend the provision of the Network Services to the Client in terms of an arrangement between Mtrack and the Client has specifically requested Mtrack to do so in order to limit the Usage Charges; and/or; 14.1.4. Any negligent act or omission on the part of Mtrack, its employees and/or its agents caused such lo...

Xxxxx Proceedings. Except as set forth on Schedule 2.10, there is no claim, action, suit, proceeding or governmental investigation (“Action”) of any nature pending or, to Seller’s knowledge, threatened against or by Seller (a) relating to or affecting the Purchased Assets or the Assumed Liabilities; or (b) that challenges or seeks to prevent, enjoin or otherwise delay the Transaction. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. Seller is in compliance with all laws, permits, orders, ordinances, rules and regulations, whether civil or criminal, of any federal, state, local or foreign governmental authority applicable to the Business and has not committed any violation of any law applicable to the Purchased Assets and/or the operation of the Business.

Xxxxx Proceedings. There is no action, suit, proceeding, claim, arbitration, or investigation by any Government, Governmental Agency or other Person (i) pending to which Seller is a party, (ii) threatened against or relating to Seller or any of Seller’s assets or businesses, (iii) challenging Seller’s right to execute, acknowledge, seal, deliver, perform under or consummate the transactions contemplated by this Agreement, or (iv) asserting any right with respect to any of the Seller Shares, and there is no basis for any such action, suit, proceeding, claim, arbitration or investigation.