7Litigation Sample Clauses
The 'Litigation' clause outlines the procedures and requirements for resolving disputes between the parties through the court system. Typically, it specifies which courts have jurisdiction, the applicable law, and may set out steps that must be taken before initiating a lawsuit, such as mandatory negotiation or mediation. This clause ensures that both parties understand how legal disputes will be handled, providing predictability and reducing uncertainty in the event of a conflict.
7Litigation. Between the Effective Date and the Closing Date, Seller shall promptly advise Buyer of the commencement of any Proceeding to which Seller is or becomes a party, or to which the Property or any portion thereof becomes subject, or of any threat of the commencement of any such Proceeding of which Seller has or acquires actual knowledge. Seller agrees that if any such Proceeding is pending or threatened as of the Closing Date, and if Buyer determines that such Proceeding may likely have an adverse effect upon the Property or Seller’s ability to convey the Property to Buyer hereunder, then Buyer shall have the right to: (a) proceed to Closing, without adjustment or abatement of the Purchase Price, or (ii) terminate this Agreement by written notice to Seller, upon which termination the Deposit shall be returned to Buyer by Escrow Agent and the parties shall have no further obligations to each other hereunder (except such obligations as are expressly set forth in this Agreement as surviving such termination). Notwithstanding anything in this Section 8.7 to the contrary, the foregoing shall not limit or impair Buyer’s rights or remedies under this Agreement with respect to any material misrepresentation or breach of warranty by Seller under Section 5.2(i) above.
7Litigation. Except as disclosed on the attached Schedule 7.7 or the most recently amended Schedule 7.7, no Company is subject to, or aware of the threat of, any Litigation that is reasonably likely to be determined adversely to any Company and, if so adversely determined, is a Material Adverse Event. Except as permitted under Section 11.4, no outstanding and unpaid judgments against any Company exist.
7Litigation. There are no outstanding judgments or orders against or otherwise affecting or related to EFLL, or the business or assets; and there is no action, suit, complaint, proceeding or investigation, judicial, administrative or otherwise, that is pending or, to the best knowledge of the Shareholder, threatened that, that has not been disclosed and if adversely determined, would have a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents.
7Litigation. There are no (i) actions, suits, claims, hearings, arbitrations, proceedings (public or private) or governmental investigations against or affecting the Seller, pending or threatened, against or by the Seller (collectively, "Proceedings"), nor any Proceedings or investigations or reviews by any governmental authority against or affecting the Seller, pending or threatened against or by the Seller, relating to the Inventions or Patents or which seek to enjoin or rescind the transactions contemplated by this Agreement or the Patent Assignment; or (ii) existing orders, judgments or decrees of any governmental authority naming the Seller as an affected party in connection with Inventions and/or the Patents.
7Litigation. As of the date of this Agreement, there are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer that may be reasonably likely to adversely affect Buyer’s ability to consummate the transactions contemplated by this Agreement or the Transaction Documents.
7Litigation. There are no claims, actions, suits, proceedings or investigations pending or, to the Borrower’s knowledge, threatened in writing, against the Borrower or TILT at law or in equity in any court or before any other governmental authority, which if determined adversely to the Borrower or TILT, as applicable, or their respective affiliates, would result in a Material Adverse Effect. There are no outstanding governmental orders against, relating to, or affecting either Borrower or TILT or any of their respective properties or assets, or any of the NewCo’s properties or assets (as and if formed), which would have a Material Adverse Effect.
7Litigation. Except as set forth on Schedule 4.7: (i) there is no Proceeding or Order pending against any Seller Party or any Affiliate of any Seller Party, or any of their respective Affiliates, or, to the Knowledge of Seller, any of the Seller Parties’ directors or officers, in each case, with respect to or affecting the RFG Business, the Purchased Assets or the Assumed Liabilities; (ii) to Seller’s Knowledge, no such Proceeding or Order has been Threatened; (iii) to Seller’s Knowledge, no event has occurred or circumstance exists that would reasonably be expected to give rise to or serve as a basis for such Proceeding or Order; and (iv) there are not any outstanding Judgments against or affecting any Seller Party or any Affiliate of a Seller Party that reasonably would be expected to have a material adverse effect on the RFG Business.
7Litigation. There is no Legal Action pending, or to the Knowledge of AQSP, threatened against AQSP or any of its Subsidiaries or any of their respective properties or assets or, to the Knowledge of AQSP, any officer or director of AQSP or any of its Subsidiaries in their capacities as such other than any such Legal Action that: (a) does not involve an amount that would reasonably be expected to have, individually or in the aggregate, an AQSP Material Adverse Effect; and (b) does not seek material injunctive or other material non-monetary relief. None of AQSP or any of its Subsidiaries or any of their respective properties or assets is subject to any Order of a Governmental Entity or arbitrator, whether temporary, preliminary, or permanent, which would reasonably be expected to have, individually or in the aggregate, an AQSP Material Adverse Effect. Except as set forth on Section 4.7 of the AQSP Disclosure 25030699.1424 Letter, to the Knowledge of AQSP, there are no SEC inquiries or investigations, other governmental inquiries or investigations, or internal investigations pending or, to the Knowledge of AQSP, threatened, in each case regarding any accounting practices of AQSP or any of its Subsidiaries or any malfeasance by any officer or director of AQSP.
7Litigation. Except as set forth on Schedule 3.7, as it relates to the Business or the Acquired Assets, no Seller Party is currently, or has been, (a) subject to any continuing or unsatisfied Order, or (b) a party to or, to the Knowledge of Seller Parties, threatened to be made a party to any Action. Except as set forth on Schedule 3.7, there are no Actions pending or, to the Knowledge of Seller Parties, threatened or Orders outstanding against Seller Parties that call into question the validity of this Agreement, the Ancillary Agreements or any of the transactions contemplated hereby or thereby. Except as set forth on Schedule 3.7, to the Knowledge of Seller Parties, no event has occurred or circumstances exist that could reasonably 18 be expected to give rise to or serve as a basis for the commencement of any Action of the type described in this Section 3.7.
7Litigation. Except as disclosed in Section 4.7 of the Seller Disclosure Schedule, (a) there is no Claim pending or, to the Knowledge of Seller, threatened by or against Seller with respect to the Business, and (b) Seller is not subject to any Governmental Order with respect to the Business, in the case of each of clauses (a) and (b), that would, individually or in the aggregate, reasonably be expected to be material to the Business (taken as a whole). US-DOCS\137246414.29