Common use of Litigation and Arbitration Clause in Contracts

Litigation and Arbitration. Except as set forth on Schedule I ---------- hereto, there is no suit, claim, action or proceeding now pending or, to the best knowledge of Seller, its officers and directors, threatened before any court, grand jury, administrative or regulatory body, government agency, arbitration or mediation panel or similar body, nor are there any grounds therefore, to which Seller, officers or directors is a party or which may result in any judgment, order, decree, liability, award or other determination which will, or could, individually or in the aggregate, result in a Material Adverse Change. No such judgment, order, decree or award has been entered against Seller nor has any such liability been incurred which has, or could have, such effect. There is no claim, action or proceeding now pending or threatened before any court, grand jury, administrative or regulatory body, government agency, arbitration or mediation panel or similar body which will, or could, prevent or hamper the consummation of the transactions contemplated by this Agreement, Seller, its officers and directors are not now nor have been threatened or subject to, and there are no grounds for, any suit, claim, litigation, proceeding (administrative, judicial, or in arbitration, mediation or alternative dispute resolution), government or grand jury investigation, or other action or order, writ, injunction, or decree of any court or other Government relating to personal injury, death, or property or economic damage arising from products of the Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (VGTel, Inc.), Assignment and Assumption Agreement (VGTel, Inc.)

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Litigation and Arbitration. Except as set forth on Schedule I ---------- hereto3.18, as of the date hereof, there is no no, and since January 1, 2020, there has not been any, suit, claimClaim, action action, investigation, audit or proceeding now pending or, to the best knowledge Knowledge of Seller, its officers and directorsSeller or any Group Company, threatened before any court, grand jury, administrative or regulatory body, government governmental agency, arbitration or mediation panel or similar body, nor are there any grounds thereforetherefor, to which Sellersuch Group Company, officers Seller or directors Parent is a party in respect to the operation of the Business, Seller, the Group Companies or which may would result in any judgment, order, decree, liability, award or other determination which willwill have any material adverse effect upon Seller or any Group Company, the Purchased Equity or could, individually or in upon the aggregate, result in a Material Adverse ChangeBusiness. No such judgment, order, decree or award has been entered against such Group Company, Seller or Parent with respect to the Business nor has any such liability been incurred which has, or could reasonably be expected to have, such effect. There is no claimsuit, action Claim, action, investigation, audit or proceeding now pending or, to the Knowledge of Seller or any Group Company, threatened before any court, grand jury, administrative or regulatory body, government governmental agency, arbitration or mediation panel or similar body and none of such Group Company, Seller or Parent is subject to any judgment, decree, injunction or order which will, will or could, could reasonably be expected to prevent or hamper materially delay the consummation of the transactions contemplated by this Agreement, Seller, its officers and directors are not now nor have been threatened or subject to, and there are no grounds for, any suit, claim, litigation, proceeding (administrative, judicial, or in arbitration, mediation or alternative dispute resolution), government or grand jury investigation, or other action or order, writ, injunction, or decree of any court or other Government relating to personal injury, death, or property or economic damage arising from products of the Seller.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Golden Entertainment, Inc.)

Litigation and Arbitration. Except as set forth on Schedule I ---------- 3.19 hereto, there is no suit, claim, action or proceeding now pending or, to the best knowledge of Seller, its officers and directors, threatened before any court, grand jury, administrative or regulatory body, government Government agency, arbitration or mediation panel or similar body, nor are there any grounds thereforetherefor, to which Seller, officers or directors any Seller Group Person is a party in connection with the Business or which may result in any judgment, order, decree, liability, award or other determination which will, or could, individually have any material adverse effect upon any Purchased Asset or in upon the aggregate, result in a Material Adverse ChangeBusiness Condition of the Business. No such judgment, order, decree or award has been entered against any Seller Group Person nor has any such liability been incurred which has, or could have, such effect. There is no claim, action or proceeding now pending or threatened before any court, grand jury, administrative or regulatory body, government Government agency, arbitration or mediation panel or similar body which will, or could, prevent or hamper the consummation of the transactions contemplated by this Agreement, Seller, its officers and directors are the Seller has not now nor have been or been threatened or to be subject to, and there are no grounds known to Seller for, any suit, claim, litigation, proceeding (administrative, judicial, or in arbitration, mediation or alternative dispute resolution), government Government or grand jury investigation, or other action or order, writ, injunction, or decree of any court or other Government relating to personal injury, death, or property or economic damage arising from products of the Seller.

Appears in 1 contract

Samples: Acquisition Agreement (Carlyle Industries Inc)

Litigation and Arbitration. Except To the Knowledge of Sellers, except as set forth on Schedule I ---------- hereto3.20 hereto and except with respect to claims from debtors and employees arising in the Ordinary Course, there is no suit, claim, action or proceeding now pending or, to the best knowledge Knowledge of any Seller, its officers and directors, threatened before any courtCourt, grand jury, administrative or regulatory body, government governmental agency, arbitration or mediation panel or similar body, nor except with respect to potential claims from debtors and employees arising in the Ordinary Course are there any grounds thereforetherefor, to which Seller, officers or directors any of Sellers and/or any Seller is a party or which may result in any judgment, order, decree, liability, award or other determination which will, or could, individually have any material adverse effect upon any Purchased Asset or in upon the aggregatebusiness, result in a Material Adverse Changecondition (financial or otherwise), operations or prospects of the Business. No such judgment, order, decree or award has been entered against Seller any of Sellers or against any Seller, nor has any such liability been incurred which has, or could have, such effect. There is no claim, action or proceeding now pending or or, to the Knowledge of any Sellers Group Person, threatened before any courtCourt, grand jury, administrative or regulatory body, government governmental agency, arbitration or mediation panel or similar body which will, or could, prevent or hamper the consummation of the transactions contemplated by this Agreement, Seller, its officers and directors are not now nor have been threatened or subject to, and there are no grounds for, any suit, claim, litigation, proceeding (administrative, judicial, or in arbitration, mediation or alternative dispute resolution), government or grand jury investigation, or other action or order, writ, injunction, or decree of any court or other Government relating to personal injury, death, or property or economic damage arising from products of the Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gulf State Credit LLP)

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Litigation and Arbitration. Except as set forth on Schedule I ---------- hereto, there is no suit, claim, action or proceeding now pending or, to the best knowledge of Seller, its officers and directors, threatened before any court, grand jury, administrative or regulatory body, government agency, arbitration or mediation panel or similar body, nor are there any grounds therefore, to which Seller, officers or directors is a party or which may result in any judgment, order, decree, liability, award or other determination which will, or could, individually or in the aggregate, result in a Material Adverse Change. No such judgment, order, decree or award has been entered against Seller nor has any such liability been incurred which has, or could have, such effect. There is no claim, action or proceeding now pending or threatened before any court, grand jury, administrative or regulatory body, government agency, arbitration or mediation panel or similar body which will, or could, prevent or hamper the consummation of the transactions contemplated by this Agreement, Seller, its officers and directors are not now nor have been threatened or subject to, and there are no grounds for, any suit, claim, litigation, proceeding (administrative, judicial, or in arbitration, mediation or alternative dispute resolution), government or grand jury investigation, or other action or order, writ, injunction, or decree of any court or other Government relating to personal injury, death, or property or economic damage arising from products of the Seller.

Appears in 1 contract

Samples: Services Agreement (New Medium Enterprises Inc)

Litigation and Arbitration. Except as set forth on Schedule I ---------- hereto3.18, as of the date hereof, there is no no, and since January 1, 2020, there has not been any, suit, claimClaim, action action, investigation, audit or proceeding now pending or, to the best knowledge Knowledge of Seller, its officers and directorsSeller or the Company, threatened before any court, grand jury, administrative or regulatory body, government governmental agency, arbitration or mediation panel or similar body, nor are there any grounds thereforetherefor, to which Sellerthe Company, officers Seller or directors Parent is a party in respect to the operation of the Business, Seller, the Company or which may would result in any judgment, order, decree, liability, award or other determination which willwill have any material adverse effect upon Seller or the Company, the Purchased Equity or could, individually or in upon the aggregate, result in a Material Adverse ChangeBusiness. No such judgment, order, decree or award has been entered against the Company, Seller or Parent with respect to the Business nor has any such liability been incurred which has, or could reasonably be expected to have, such effect. There is no claimsuit, action Claim, action, investigation, audit or proceeding now pending or, to the Knowledge of Seller or the Company, threatened before any court, grand jury, administrative or regulatory body, government governmental agency, arbitration or mediation panel or similar body and none of the Company, Seller or Parent is subject to any judgment, decree, injunction or order which will, will or could, could reasonably be expected to prevent or hamper materially delay the consummation of the transactions contemplated by this Agreement, Seller, its officers and directors are not now nor have been threatened or subject to, and there are no grounds for, any suit, claim, litigation, proceeding (administrative, judicial, or in arbitration, mediation or alternative dispute resolution), government or grand jury investigation, or other action or order, writ, injunction, or decree of any court or other Government relating to personal injury, death, or property or economic damage arising from products of the Seller.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Golden Entertainment, Inc.)

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