Litigation 10 Sample Clauses

Litigation 10. 19.1 Except as set forth in the Disclosure Schedule, there are no Proceedings pending or threatened in writing against or affecting any of the Target Companies, or in relation to the Transferred Assets, the Assets Seller, or any of their respective present or former directors, officers or employees, or in relation with any of its properties or assets (including the Transferred Assets) or in relation to the implementation of the Specific Reorganization, which may result, whether individually or in the aggregate with other disputes having similar causes of action, in a liability of the Target Companies and the Business in excess of four hundred thousand US dollars ($400,000) in the aggregate. 10.19.2 There are no internal investigations or other internal inquiries conducted at the directors of the board of directors (or similar body) of any of the Target Companies or in relation to the Transferred Assets, the Assets Seller. 10.20 Compliance with Laws Except as disclosed in the Disclosure Schedule: 10.20.1 No Target Company and, in relation to the Transferred Assets, the Assets Seller, has received any written notice of or been charged with the violation of any Law asserting a failure to comply with any such Law, including in relation to the implementation of the Specific Reorganization, the subject of which notice remains pending or has not been resolved as required thereby or otherwise to the satisfaction of the person sending such notice. 10.20.2 No Target Company and, in relation to the Transferred Assets, the Assets Seller, has received any written notice of or been charged with the violation of any term, condition or provision of any Permit, including in relation to the implementation of the Specific Reorganization, the subject of which notice remains pending or has not been resolved as required thereby or otherwise to the satisfaction of the person sending such notice. 10.20.3 Each Target Company and, in relation to the Transferred Assets, the Assets Seller, has conducted its business and corporate affairs (including the Business) in

Related to Litigation 10

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • NOW, THEREFORE the parties hereto agree as follows:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • WHEREAS the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

  • Notices All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.