Litigation and Compliance. There is no action, suit, investigation, litigation or proceeding against such Legal Entity pending or threatened before any court, governmental agency or arbitrator that challenges, or would reasonably be expected to have a material adverse effect on, the legality, validity or enforceability of this Agreement.
Litigation and Compliance. (a) There are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of VCP23, threatened:
(i) against or affecting VCP23 or with respect to or affecting any asset or property owned, leased or used by VCP23; or
(ii) which question or challenge the validity of this Agreement, or the Amalgamation or any action taken or to be taken pursuant to this Agreement, or the Amalgamation; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on VCP23 nor is VCP23 aware of any basis for any such action, suit, claim, proceeding or investigation .
(b) VCP23 has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on VCP23.
(c) Neither VCP23, nor any asset of VCP23 is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on VCP23 or which is reasonably likely to prevent VCP23 from performing its obligations under this Agreement.
(d) VCP23 has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not have a Material Adverse Effect on VCP23.
Litigation and Compliance. (a) There are no actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations pending or, to the knowledge of Darien, threatened:
(i) against or affecting any Darien Group Member or with respect to or affecting any asset or property owned, leased or used by any Darien Group Member; or
(ii) which question or challenge the validity of this Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement or the Amalgamation; nor is Darien aware of any basis for any such action, suit, claim, proceeding or investigation.
(b) Each Darien Group Member has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to the businesses or operations of the Darien Group, except for non-compliance, defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on the Darien Group.
(c) No Darien Group Member, and no asset of any Darien Group Member, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on the Darien Group or which is reasonably likely to prevent Darien, B.C. Subco or US Subco from performing its respective obligations under this Agreement.
(d) Each Darien Group Member has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with the business and operations of the Darien Group, except where the failure to do so has not had and will not have a Material Adverse Effect on the Darien Group.
Litigation and Compliance. (a) There are no actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations now in progress, pending or, to the knowledge of CIVC, threatened:
(i) against or affecting CIVC or CIVC Subco or with respect to or affecting any asset or property owned, leased or used by CIVC or CIVC Subco; or
(ii) which question or challenge the validity of this Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement or the Amalgamation; nor is CIVC aware of any basis for any such action, suit, claim, proceeding or investigation, except for actions, suits, claims or proceeding which would not, in the aggregate, have a Material Adverse Effect on CIVC.
(b) Each of CIVC and CIVC Subco has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to the businesses or operations of CIVC or CIVC Subco, except for non-compliance, defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on CIVC or CIVC Subco.
(c) Neither CIVC or CIVC Subco, and no asset of CIVC or CIVC Subco, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on CIVC or CIVC Subco or which is reasonably likely to prevent CIVC or CIVC Subco from performing its respective obligations under this Agreement.
(d) Each of CIVC and CIVC Subco has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not have a Material Adverse Effect on CIVC or CIVC Subco.
Litigation and Compliance. There are no suits, other proceedings or investigations pending or threatened against, or affecting the business or the properties of Borrower (other than those as have been previously disclosed in writing to Commission) which could materially impair its ability to perform its obligations under this Agreement, nor is Borrower in violation of any laws or ordinances which could materially impair Borrower's ability to perform its obligations under this Agreement.
Litigation and Compliance. (a) To the knowledge of DVI, there are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of DVI, threatened:
(i) against or affecting DVI or with respect to or affecting any asset or property owned, leased or used by DVI; or
(ii) which question or challenge the validity of this Agreement, or the Amalgamation or any action taken or to be taken pursuant to this Agreement, or the Amalgamation; nor is DVI aware of any basis for any such action, suit, claim, proceeding or investigation.
(b) DVI has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for noncompliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on DVI.
(c) Neither DVI, nor any asset of DVI is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on DVI or which is reasonably likely to prevent DVI from performing its obligations under this Agreement.
(d) DVI has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and will not have a Material Adverse Effect on DVI.
Litigation and Compliance. There is no action, suit, investigation or proceeding against the QI pending or threatened before any court, governmental agency or arbitrator that would reasonably be expected to have a material adverse effect on, the legality, validity or enforceability of this Agreement.
Litigation and Compliance. (a) There are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of PTI, threatened:
(i) against or affecting PTI or with respect to or affecting any asset or property owned, leased or used by PTI; or
(ii) which question or challenge the validity of this Agreement, or the Amalgamation or any action taken or to be taken pursuant to this Agreement, or the Amalgamation; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on PTI; nor is PTI aware of any basis for any such action, suit, claim, proceeding or investigation.
(b) PTI has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non- compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on PTI.
(c) Neither PTI, nor any asset of PTI is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on PTI or which is reasonably likely to prevent PTI from performing its obligations under this Agreement.
(d) PTI has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not have a Material Adverse Effect on PTI.
Litigation and Compliance. (a) Except as to the matters described in Section 2.06(a) of the Amax Disclosure Letter and except for actions, suits, claims and proceedings which are not reasonably likely to have a Material Adverse Effect on Amax or where insurance proceeds will be available to pay in full (subject to any applicable deductible) any damages awarded as a consequence of any such action, suit, claim, or proceeding:
(i) as of the date of this Agreement, there are no actions, suits, claims or proceedings, whether in equity or at law or, to the knowledge of Amax, any Governmental investigations pending or threatened against any Amax Group Member or with respect to any asset or property owned, leased or used by any Amax Group Member; and
(ii) as of the date of this Agreement, there are no actions, suits, claims or proceedings, whether in equity or at law or, to the knowledge of Amax, any Governmental investigations pending or threatened which question or challenge the validity of this Agreement or any action taken or to be taken pursuant to this Agreement.
(b) Each Amax Group Member is in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to the businesses or operations of the Amax Group, including without limitation all Laws relating to occupational health or safety (but excluding any Environmental Law), except for noncompliance, defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on Amax.
(c) Except as described in Section 2.06(c) of the Amax Disclosure Letter, no Amax Group Member, or material assets of any Amax Group Member, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on Amax or which is reasonably likely to prevent Amax from performing its obligations under this Agreement.
(d) Except as described in Section 2.06(d) of the Amax Disclosure Letter, and except as may be required under any Environmental Law, each Amax Group Member has duly filed all reports and returns required to be filed by it with any Government and obtained all Governmental permits and licenses and other Governmental consents which are required in connection with the business and operations of the Amax Group, except for such reports, returns, permits, licenses and consents which if not obtained or made would not have a Material Adverse Effect...
Litigation and Compliance. (a) There are no actions, suits, claims, grievances, complaints or proceedings, whether in equity or at law or, any Governmental investigations to the knowledge of Canadian Arrow pending or threatened:
(i) against or affecting Canadian Arrow or with respect to or affecting any asset or property owned, leased or used by Canadian Arrow; or
(ii) which question or challenge the validity of this Agreement or the Arrangement or any action taken or to be taken pursuant to this Agreement or the Arrangement; nor is Canadian Arrow aware of any basis for any such action, suit, claim, proceeding, grievance, complaint or investigation.
(b) Canadian Arrow has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on Canadian Arrow.
(c) Neither Canadian Arrow, nor any asset of Canadian Arrow is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on Canadian Arrow or which is reasonably likely to prevent Canadian Arrow from performing its obligations under this Agreement.
(d) Canadian Arrow has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not reasonably be expected to have a Material Adverse Effect on Canadian Arrow.
