Common use of Contingencies Clause in Contracts

Contingencies. Except as disclosed on Schedule 3.14, there are no actions, suits, claims or proceedings pending, or to the knowledge of the Shareholders threatened against, by or affecting, the Company in any court or before any arbitrator or governmental agency that may have a material adverse effect on the Company or which could materially and adversely affect the right or ability of any Shareholder to consummate the transactions contemplated hereby. To the knowledge of the Shareholders, there is no valid basis upon which any such action, suit, claim, or proceeding may be commenced or asserted against the Company. There are no unsatisfied judgments against the Company and no consent decrees or similar agreements to which the Company is subject and which could have a material adverse effect on the Company.

Appears in 5 contracts

Samples: Share Exchange Agreement (Altrimega Health Corp), Merger Agreement (Altrimega Health Corp), Merger Agreement (Paradigm Holdings, Inc)

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Contingencies. Except as disclosed on Schedule 3.14, there are no actions, suits, claims or proceedings pending, or to the knowledge of the Shareholders Company threatened against, by or affecting, the Company or any Subsidiary in any court or before any arbitrator or governmental agency that may have a material adverse effect on the Company or any Subsidiary or which could materially and adversely affect the right or ability of any Shareholder the Company to consummate the transactions contemplated hereby. To the knowledge of the ShareholdersCompany, there is no valid basis upon which any such action, suit, claim, or proceeding may be commenced or asserted against the Companyit. There are no unsatisfied judgments against the Company or any Subsidiary and no consent decrees or similar agreements to which the Company or any Subsidiary is subject and which could have a material adverse effect on the CompanyCompany or any Subsidiary.

Appears in 4 contracts

Samples: Purchase Agreement (Encompass Group Affiliates, Inc), Purchase Agreement (Advanced Communications Technologies Inc), Purchase Agreement (Act-De LLC)

Contingencies. Except as disclosed set forth on Schedule 3.14, there are no actions, suits, claims or proceedings pending, or to the knowledge of the Shareholders Company and the Representing Members threatened against, by or affecting, the Company in any court or before any arbitrator or governmental agency that may have a material adverse effect on the Company or which could materially and adversely affect the right or ability of any Shareholder Representing Member or the Company to consummate the transactions contemplated hereby. To the knowledge of the ShareholdersRepresenting Members and the Company, there is no valid basis upon which any such action, suit, claim, or proceeding may be commenced or asserted against the Company. There are no unsatisfied judgments against the Company and no consent decrees or similar agreements to which the Company is subject and which could have a material adverse effect on the Company.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Medical Staffing Solutions Inc), Asset Purchase Agreement (Medical Staffing Solutions Inc)

Contingencies. Except as disclosed on Schedule 3.14, there are no actions, suits, claims or proceedings pending, or to the knowledge of the Shareholders threatened against, by or affecting, the Company in any court or before any arbitrator or governmental agency that may have a material adverse effect on the Company or which could materially and adversely affect the right or ability of any Shareholder to consummate the transactions contemplated hereby. To the knowledge of the Shareholders, there is no valid basis upon which any such action, suit, claim, or proceeding may be commenced or asserted against the Company. There are no unsatisfied judgments against the Company and no consent decrees or similar agreements to which the Company is subject and which could have a material adverse effect on the Company.

Appears in 1 contract

Samples: Merger Agreement (European Micro Holdings Inc)

Contingencies. Except as disclosed on Schedule 3.143.13, there are no actions, suits, claims or proceedings pending, or to the knowledge of the Shareholders Company Shareholder threatened against, by or affecting, the Company Compamy in any court or before any arbitrator or governmental agency that may have a material adverse effect on the Company or which could materially and adversely affect the right or ability of any the Company Shareholder to consummate the transactions contemplated hereby. To the knowledge of the ShareholdersCompany Shareholder, there is no valid basis upon which any such action, suit, claim, or proceeding may be commenced or asserted against the Company. There are no unsatisfied judgments against the Company and no consent decrees or similar agreements to which the Company is subject and which could have a material adverse effect on the Company.

Appears in 1 contract

Samples: Share Exchange Agreement (American Racing Capital, Inc.)

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Contingencies. Except as disclosed on Schedule 3.14, there are no actions, suits, claims or proceedings pending, or to the knowledge of the Shareholders threatened against, by or affecting, the Company in any court or before any arbitrator or governmental agency that may would have a material adverse effect on the Company or which could materially and adversely affect the right or ability of any Shareholder to consummate the transactions contemplated hereby. To the knowledge of the Shareholders, there is no valid basis upon which any such action, suit, claim, or proceeding may be commenced or asserted against the Company. There are no unsatisfied judgments against the Company and no consent decrees or similar agreements to which the Company is subject and which could have a material adverse effect on the Company.

Appears in 1 contract

Samples: Share Exchange Agreement (United Companies Corp)

Contingencies. Except as disclosed on Schedule 3.14, there are no actions, suits, claims or proceedings pending, or to the knowledge of the Shareholders Company threatened against, by or affecting, the Company in any court or before any arbitrator or governmental agency that may have a material adverse effect on the Company or which could materially and adversely affect the right or ability of any Shareholder the Company to consummate the transactions contemplated hereby. To the knowledge of the ShareholdersCompany, there is no valid basis upon which any such action, suit, claim, or proceeding may be commenced or asserted against the Company. There are no unsatisfied judgments against the Company and no consent decrees or similar agreements to which the Company is subject and which could have a material adverse effect on the Company.

Appears in 1 contract

Samples: Merger Agreement (Neomedia Technologies Inc)

Contingencies. Except as disclosed on Schedule 3.143.15, there are no actions, suits, claims or proceedings pending, or to the knowledge of the Company Shareholders threatened against, by or affecting, the Company in any court or before any arbitrator or governmental agency that may have a material adverse effect on the Company or which could materially and adversely affect the right or ability of any Shareholder the Company Shareholders to consummate the transactions contemplated hereby. To the knowledge of the ShareholdersCompany Shareholders and the current management of the Company, there is no valid basis upon which any such action, suit, claim, or proceeding may be commenced or asserted against the Company. There are no unsatisfied judgments against the Company and no consent decrees or similar agreements to which the Company is subject and which could have a material adverse effect on the Company.

Appears in 1 contract

Samples: Share Exchange Agreement (Central Wireless Inc)

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