No Violation, Litigation or Regulatory Action. 1. The Company has complied in all material respects with all requirements of any laws or court orders, which are applicable to the business and assets of the Project.
2. There are no lawsuits, claims, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against or affecting the Company in respect of the assets or the business of the Project nor, to the knowledge of the Company, is there any basis for any of the same, and there is no lawsuit, suit or proceeding pending in which the Company is the plaintiff or claimant which relates to the business or assets of the Project.
3. There is no action, suit or proceeding pending or, to the knowledge of the Company, threatened which questions the legality or propriety of the transactions contemplated by this Agreement.
4. There has been no investigation conducted or charges, complaints or actions brought by the State of Illinois or any governmental body within the State of Illinois (including the Federal government) with respect to the Company or its officers and directors.
5. The Company and its officers and directors have not been the subject of any criminal investigations or charges.
6. The Company would not have Placed in Service the Capital Improvements and created or retained the requisite number of New Employees and Retained Employees without the benefits of the Credit. Proof of this shall include, but is not limited to, correspondence, financial plans and prospectuses, internal memoranda and other written documentation demonstrating the Company would not have taken the actions without the award of the Credit.
No Violation, Litigation or Regulatory Action. There is no action, suit or proceeding pending against Buyer and Buyer has no knowledge of any threatened action, suit or proceeding against Buyer which questions the legality or propriety of the transactions contemplated by this Agreement.
No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 4.13 of the Seller Disclosure Schedule:
(i) to the Knowledge of Seller, the Companies and the Subsidiaries have complied with all applicable Requirements of Law and Court Orders in respect of the Business, other than (A) those instances of noncompliance that are not material to the Business and (B) matters relating to Taxes or compliance with Environmental Laws or Environmental Permits, all representations with respect to which are the subject of Sections 4.7 and 4.17, respectively;
(ii) as of the date hereof, there are no lawsuits, claims, suits, proceedings or investigations pending (with respect to which the Companies or any Subsidiary has been served or notified) or, to the Knowledge of Seller, threatened against the Companies or any of the Subsidiaries in respect of the Business which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and
(iii) as of the date hereof, there is no action, suit or proceeding pending or, to the Knowledge of Seller, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Seller Ancillary Agreements.
No Violation, Litigation or Regulatory Action. (i) there are no actions, lawsuits, claims, suits, inquiries, proceedings, litigations, arbitrations or investigations pending or, to the Knowledge of Buyer, threatened against Buyer or its subsidiaries or any of its properties, assets, operations or business which are reasonably expected to materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; and
(ii) there is no action, suit or proceeding pending or, to the Knowledge of Buyer, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Buyer Ancillary Agreements.
No Violation, Litigation or Regulatory Action. (a) The Medical Device Global Operations and the Purchased Assets and their current uses comply in all material respects with all applicable Requirements of Laws and Governmental Orders, (b) Seller has complied in all material respects with all Requirements of Laws and Governmental Orders which are applicable to the Purchased Assets or the Medical Device Global Operations, (c) no Governmental Body has at any time challenged or questioned the legal right of Seller to sell any of its products or to provide any of its services in the present manner or as contemplated in the conduct of the Medical Device Global Operations and (d) Seller has complied in all material respects with the contracts of employment of the Transferred Employees and with all applicable laws, regulations and codes of practice relating to them. Further, to Seller’s Knowledge, no claim, enquiry or investigation in relation to the Transferred Employees or former employees has been made or threatened against Seller or against any person whom Seller is or may be liable to indemnify or compensate. Except as set forth on Schedule 4.10, there are no lawsuits, claims, suits, proceedings or investigations pending or threatened in writing against or affecting the Medical Device Global Operations or the Transferred Employees; there is not, and during the three years preceding the date of this agreement there has not been any industrial action affecting Seller; and there are no lawsuits, suits or proceedings pending in which Seller is the plaintiff or claimant. There is no action, suit or proceeding pending or threatened which questions the legality of the transactions contemplated by this Agreement.
No Violation, Litigation or Regulatory Action. (a) There are no lawsuits, claims, suits, proceedings or investigations pending (with respect to which Buyer has been served or otherwise notified) or, to the Knowledge of Buyer, threatened against Buyer or its subsidiaries which would, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.
(b) There is no action, suit or proceeding pending or, to the Knowledge of Buyer, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Buyer Ancillary Agreements.
(c) There are no outstanding consent orders, unsatisfied judgments or decrees which would, individually or in the aggregate, materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.
No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 6.3:
(a) as of the date hereof, there are no Proceedings pending or, to the knowledge of Buyer, threatened in writing against Buyer or its Affiliates which are reasonably expected to materially impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby;
(b) as of the date hereof, there are no Proceedings pending or, to the knowledge of Buyer, threatened in writing that question the legality of the transactions contemplated by this Agreement or any of the Buyer Ancillary Agreements; and
(c) Buyer is not subject to any outstanding Order that prohibits or otherwise restricts the ability of Buyer to consummate fully the transactions contemplated by this Agreement or any of the Buyer Ancillary Agreements.
No Violation, Litigation or Regulatory Action. Except as set forth in Part 4(m) of the GHX Disclosure Schedule or with respect to matters which would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, GHX is in compliance with all applicable Legal Requirements. Since January 1, 2004, GHX has not received any written notice from any Governmental Body or other Person regarding any actual or possible violation in any material respect of, or failure to comply in any material respect with, any material Legal Requirement.
No Violation, Litigation or Regulatory Action. Except as set forth in Schedule 3.16 and 3.8(c):
(a) Each Seller Party is in compliance in all material respects with all Laws which are applicable to the Purchased Assets, the Station, the Business or the Assumed Liabilities;
(b) Since December 31, 2012 and through the date of this Agreement, no Seller Party has received any written notice from a Governmental Body of a material violation of any applicable Laws.
(c) As of the date of this Agreement, except for threatened actions, suits or proceedings in connection with the transactions contemplated by the Mergers and for Orders relating to conditions to be approved by Governmental Bodies of the Mergers, there are no Proceedings which are pending or, to the Knowledge of the Seller Parties, threatened against any Seller Party or any of their Affiliates in respect of the Purchased Assets, the Assumed Liabilities, the Station or the Business or the ownership or operation thereof.
No Violation, Litigation or Regulatory Action. (a) There are no lawsuits, claims, proceedings or investigations pending or, to the Knowledge of the Buyers, threatened against a Buyer or its subsidiaries which are reasonably expected to materially impair the ability of a Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.
(b) There is no action, suit or proceeding pending or, to the Knowledge of the Buyers, threatened that questions the legality of the transactions contemplated by this Agreement or any of the Buyer Ancillary Agreements.
