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. If any applicable Covance Entity is required by law to provide testimony or records regarding any Drug, Project or Services, in any legal or administrative proceeding, for any reason, other than improper performance by a Covance Entity, of its obligations under this Agreement or an IPA, then Sponsor shall reimburse the applicable Covance Entity for its out-of-pocket costs therefore plus an hourly fee for its employees or representatives equal to the internal fully burdened cost of such employees or representatives.
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 of any nature pending or, to Bxxxx’s knowledge, threatened against or by Bxxxx that would or would reasonably expected to impede the ability of the Buyer Group Parties to consummate the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.
Xxxxx Proceedings. Whether or not an Event of Default (as defined in Paragraph 7.1) has occurred and exists, Lender shall have the right, but not the duty or obligation, to intervene or otherwise participate in, prosecute or defend at any time any legal or equitable proceedings (including, without limitation, any eminent domain proceedings) which, in Lender's sole unfettered discretion, affect the Property, the Leases or any of the rights created by the Loan Documents.
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.
Xxxxx Proceedings. If Secureworks is requested by Customer, or required by government regulation, regulatory agency, subpoena, or other legal process to produce Customer Reports, Documentation, or Secureworks personnel for testimony or interview with respect to the S ervices, Customer will (i) promptly notify Secureworks, unless otherwise prohibited by such order or process, (ii) use commercially reasonable efforts to reduce the burdens associated with the response, and (iii) reimburse Secureworks for (a) its employees’ time spent as to such response a t the hourly rate reflected in the applicable Transaction Document, (b) its reasonable and actual attorneys’ fees as to such response, and (c) its reasonable and actual travel expenses incurred as to such response. Customer will reimburse Secureworks’ and its counsel’s expenses and professional time incurred in responding to such a request. Nothing in this Section 10.8 shall apply to any legal actions or proceedings between Customer and Secureworks as to the Services.
Xxxxx Proceedings. 36.1 If requested to do so by the Council’s Authorised Representative, the Contractor shall provide the Council with any relevant information required in connection with any legal inquiry, arbitration or court proceedings in which the Council may become involved or any relevant disciplinary hearing internal to the Council and shall give evidence in such inquiries or proceedings or hearings arising out of this agreement
36.2 The Contractor shall co-operate fully with the Commissioner for Local Administration in England (the Local Government Ombudsman) in any investigation by him of any complaint relating to the Services
36.3 The Contractor shall, upon becoming aware of anything in connection with the Services that is likely to give rise to legal inquiry or litigation, forthwith notify the Council’s Authorised Representative, giving such details as are available
36.4 The Contractor shall not be entitled to any additional payment in respect thereof save to the extent such costs are incurred as a result of a default on the part of the Council
Xxxxx Proceedings. The validity, construction, enforcement, and interpretation of this Agreement are governed by the laws of the State of Florida and the federal laws of the United States of America, excluding the laws of those jurisdictions relating to resolution of conflict with laws of other jurisdictions. Each Debtor consents to the personal jurisdiction of the state and federal courts in Hillsborough County, Florida, stipulates that the proper, exclusive, and convenient venue for any legal proceeding between it and Secured Party that pertains to either this Agreement or any of the Collateral is the Circuit Court for Hillsborough County, Florida, for a state trial court proceeding, and the United States District Court for the Middle District of Florida - Tampa Division, for a federal district court proceeding, and waives any defenses, whether asserted by motion or pleading, that the Circuit Court for Hillsborough County, Florida, or the United States District Court for the Middle District of Florida - Tampa Division, is an improper or inconvenient venue. In any legal proceeding between any Debtor and Secured Party that arises out of this Agreement and pertains to the validity or enforcement of this Agreement or Secured Party's security interests in the Collateral granted under it, the losing party shall reimburse the prevailing party, on demand, for all costs incurred by the prevailing party as a result of the legal proceeding. If Secured Party becomes a party to any legal proceeding arising out of this Agreement that is initiated by any person other than a Debtor and that pertains to the validity or enforcement of this Agreement or Secured Party's security interests in the Collateral granted under it, each Debtor (jointly and severally) shall reimburse Secured Party for all costs incurred by it in connection with the legal proceeding.