Common use of Litigation and Claims Clause in Contracts

Litigation and Claims. Except as disclosed in Schedule 3.11, there is no suit, claim, action, proceeding or investigation pending or, to the Shareholders' or the Company's Knowledge, threatened against the Company, and there is no basis for such a suit, claim, action, proceeding or investigation. The Company is subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen, individually or in the aggregate, in the future would have an adverse effect on the Company or would prevent the Shareholders from consummating the transactions contemplated hereby. No voluntary or involuntary petition in bankruptcy, receivership, insolvency, or reorganization with respect to the Shareholders or the Company has been filed by or, to the Knowledge of the Shareholders or the Company, against the Shareholders or the Company, nor will the Shareholders or the Company file such a petition prior to the Closing Date or for one hundred (100) days thereafter, and if such petition is filed by others, the same will be promptly discharged. Each of the Shareholders is solvent on the date hereof and will be solvent on the Closing Date. Neither the Shareholders nor the Company has, and at the Closing Date will not have, made any assignment for the benefit of creditors, or admitted in writing insolvency or that its property at fair valuation will not be sufficient to pay its debts, nor will the Shareholders permit any judgment, execution, attachment, or levy against them or their properties to remain outstanding or unsatisfied for more than ten (10) days.

Litigation and Claims. Except as disclosed in Schedule 3.11, there is no suit, claim, action, proceeding or investigation pending or, to the Shareholders' or the CompanyTarget's Knowledge, threatened against the CompanyTarget, and there is no basis for such a suit, claim, action, proceeding or investigation. The Company Target is not subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen, individually or in the aggregate, in the future would have an adverse effect on the Company Target or would prevent the Shareholders from consummating the transactions contemplated hereby. No voluntary or involuntary petition in bankruptcy, receivership, insolvency, or reorganization with respect to the Shareholders or the Company Target has been filed by or, to the Knowledge of the Shareholders or the CompanyTarget, against the Shareholders or the CompanyTarget, nor will the Shareholders or the Company Target file such a petition prior to the Closing Date or for one hundred (100) days thereafter, and if such petition is filed by others, the same will be promptly discharged. Each of the Shareholders is solvent on the date hereof and will be solvent on the Closing Date. Neither the Shareholders nor the Company Target has, and at the Closing Date will not have, made any assignment for the benefit of creditors, or admitted in writing insolvency or that its property at fair valuation will not be sufficient to pay its debts, nor will the Shareholders permit any judgment, execution, attachment, or levy against them or their properties to remain outstanding or unsatisfied for more than ten (10) days.

Litigation and Claims. Except as disclosed in Schedule 3.11, there is no suit, claim, action, proceeding or investigation pending or, to the Shareholders' or the Company's Knowledge, threatened against the Company, and there is no basis for such a suit, claim, action, proceeding or investigation. The Company is not subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen, individually or in the aggregate, in the future would have an adverse effect on the Company or would prevent the Shareholders from consummating the transactions contemplated hereby. No voluntary or involuntary petition in bankruptcy, receivership, insolvency, or reorganization with respect to the Shareholders or the Company has been filed by or, to the Knowledge of the Shareholders or the CompanyShareholders, against the Shareholders or the Company, nor will . Each of the Shareholders or represents for himself only and not for any other Shareholder, that he is solvent on the Company date hereof and will be solvent on the Closing Date, and that he will not file such a petition prior to the Closing Date or for one hundred (100) days thereafter, and if such petition is if filed by others, the same will be promptly discharged. Each of the Shareholders is solvent on the date hereof and will be solvent on the Closing Date. Neither the Shareholders nor the Company has, and at the Closing Date will not have, made any assignment for the benefit of creditors, or admitted in writing insolvency or that its property at fair valuation will not be sufficient to pay its debts, nor will the Shareholders permit any judgment, execution, attachment, or levy against them or their properties to remain outstanding or unsatisfied for more than ten (10) days.

Litigation and Claims. Except as disclosed in Schedule 3.11, there is no suit, claim, action, proceeding or investigation pending or, to the Shareholders' knowledge of Xxxxxxx or any of the Company's KnowledgeAcquired Companies, threatened against any of the CompanyAcquired Companies, and and, to the knowledge of Xxxxxxx or any of the Acquired Companies, there is no basis for such a suit, claim, action, proceeding or investigation. The Company None of the Acquired Companies is subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen, individually or in the aggregate, in the future would have an individual or cumulative adverse effect on the Company Acquired Companies or would prevent the Shareholders Xxxxxxx from consummating the transactions contemplated hereby. No voluntary or involuntary petition in bankruptcy, receivership, insolvency, or reorganization with respect to the Shareholders Xxxxxxx or the any Acquired Company has been filed by or, to the Knowledge knowledge of Xxxxxxx or any of the Shareholders or the CompanyAcquired Companies, against the Shareholders Xxxxxxx or the any Acquired Company, nor will the Shareholders or the Company Xxxxxxx file such a petition prior to the Closing Date or for one hundred (100) days thereafter, and if such petition is filed by othersothers against Xxxxxxx, the same will be Xxxxxxx shall promptly dischargeddischarge such petition. Each of the Shareholders Xxxxxxx is solvent on the date hereof and will be solvent on the Closing Date. Neither the Shareholders Xxxxxxx nor the Company hasAcquired Companies have, and at the Closing Date will not have, made any assignment for the benefit of creditors, or admitted in writing insolvency or that its property at fair valuation will not be sufficient to pay its debts, nor will the Shareholders Xxxxxxx permit any judgment, execution, attachment, or levy against them or their properties to remain outstanding or unsatisfied for more than ten (10) days.

Litigation and Claims. Except as disclosed in Schedule 3.113.12, there is no suit, claim, action, proceeding or investigation pending or, to the Shareholders' or the any Company's Knowledge, threatened against the any Company, and there is no basis for such a suit, claim, action, proceeding or investigation. The No Company is subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen, individually or in the aggregate, in the future would have an adverse effect on the any Company or would prevent the Shareholders from consummating the transactions contemplated hereby. No voluntary or involuntary petition in bankruptcy, receivership, insolvency, or reorganization with respect to the Shareholders or the any Company has been filed by or, to the Knowledge of the Shareholders or the any Company, against the Shareholders or the any Company, nor will the Shareholders or the any Company file such a petition prior to the Closing Date or for one hundred (100) days thereafter, and if such petition is filed by others, the same will be promptly discharged. Each of the Shareholders is solvent on the date hereof and will be solvent on the Closing Date. Neither the Shareholders nor the any Company has, and at the Closing Date will not have, made any assignment for the benefit of creditors, or admitted in writing insolvency or that its property at fair valuation will not be sufficient to pay its debts, nor will the Shareholders permit any judgment, execution, attachment, or levy against them or their properties to remain outstanding or unsatisfied for more than ten (10) days.

Litigation and Claims. Except as disclosed in Schedule 3.11, there is no suit, claim, action, proceeding or investigation pending or, to the Shareholders' or the Company's Knowledge, threatened against the Company, and there is no basis for such a suit, claim, action, proceeding or investigation. The Company is not subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen, individually or in the aggregate, in the future would have an adverse effect on the Company or would prevent the Shareholders from consummating the transactions contemplated hereby. No voluntary or involuntary petition in bankruptcy, receivership, insolvency, or reorganization with respect to the Shareholders or the Company has been filed by or, to the Knowledge of the Shareholders or the Company, against the Shareholders or the Company, nor will the Shareholders or the Company file such a petition prior to the Closing Date or for one hundred (100) days thereafter, and if such petition is filed by others, the same will be promptly discharged. Each of the Shareholders is solvent on the date hereof and will be solvent on the Closing Date. Neither the Shareholders nor the Company has, and at the Closing Date will not have, made any assignment for the benefit of creditors, or admitted in writing insolvency or that its property at fair valuation will not be sufficient to pay its debts, nor will the Shareholders permit any judgment, execution, attachment, or levy against them or their properties to remain outstanding or unsatisfied for more than ten (10) days.

Litigation and Claims. Except as disclosed in Schedule 3.11, there is no suit, claim, action, proceeding or investigation pending or, to the Shareholders' Knowledge of the Shareholders or the Company's Knowledge, threatened in writing against the Company, and to the Knowledge of the Shareholders or the Company, there is no basis for such a suit, claim, action, proceeding or investigation. The Company is not subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen, individually or in the aggregate, in the future would have an adverse effect on the Company or would prevent the Shareholders from consummating the transactions contemplated hereby. No voluntary or involuntary petition in bankruptcy, receivership, insolvency, or reorganization with respect to the Shareholders or the Company has been filed by or, to the Knowledge of the Shareholders or the Company, against the Shareholders or the Company, nor will the Shareholders or the Company file such a petition prior to the Closing Date or for one hundred (100) days thereafter, and if such petition is filed by others, the same will be promptly discharged. Each of the Shareholders is solvent on the date hereof and will be solvent on the Closing Date. Neither the Shareholders nor the Company has, and at the Closing Date will not have, made any assignment for the benefit of creditors, or admitted in writing insolvency or that its property at fair valuation will not be sufficient to pay its debts, nor will the Shareholders permit any judgment, execution, attachment, or levy against them or their properties to remain outstanding or unsatisfied for more than ten (10) days.

Litigation and Claims. Except as disclosed in Schedule 3.11, there is no suit, claim, action, proceeding or investigation pending or, to the Shareholders' knowledge of Norshipco or any of the Company's KnowledgeAcquired Companies, threatened against any of the CompanyAcquired Companies, and and, to the knowledge of Norshipco or the Acquired Companies, there is no basis for such a suit, claim, action, proceeding or investigation. The Company None of the Acquired Companies is subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen, individually or in the aggregate, in the future would have an individual or cumulative adverse effect on the Company Acquired Companies or would prevent the Shareholders Norshipco from consummating the transactions contemplated hereby. No voluntary or involuntary petition in bankruptcy, receivership, insolvency, or reorganization with respect to the Shareholders Norshipco or the any Acquired Company has been filed by or, to the Knowledge knowledge of Norshipco or any of the Shareholders or the CompanyAcquired Companies, against the Shareholders Norshipco or the any Acquired Company, nor will the Shareholders or the Company Norshipco file such a petition prior to the Closing Date or for one hundred (100) days thereafter, and if such petition is filed by othersothers against Norshipco, the same will be Norshipco shall promptly dischargeddischarge such petition. Each of the Shareholders Norshipco is solvent on the date hereof and will be solvent on the Closing Date. Neither the Shareholders Norshipco nor the Company hasAcquired Companies have, and at the Closing Date will not have, made any assignment for the benefit of creditors, or admitted in writing insolvency or that its property at fair valuation will not be sufficient to pay its debts, nor will the Shareholders Norshipco permit any judgment, execution, attachment, or levy against them or their properties to remain outstanding or unsatisfied for more than ten (10) days.

Litigation and Claims. (a) Except as disclosed in Schedule SCHEDULE 3.11, there is no suit, claim, action, proceeding or investigation Proceeding (as defined below) pending or, to the Shareholders' Knowledge of the Sellers or the Company's Knowledge, threatened against the Company, and there is no circumstances exist that could reasonably form a basis for such a suit, claim, action, proceeding Proceeding to be initiated or investigationthreatened. The Company is not subject to any outstanding order, writ, injunction or decree which, insofar as can be reasonably foreseen, individually or in the aggregate, in the future would have an adverse effect Material Adverse Change on the Company or Buyer or would prevent either of the Shareholders Sellers from consummating the transactions contemplated herebyContemplated Transactions. No voluntary or involuntary petition in bankruptcy, receivership, insolvency, or reorganization with respect to the Shareholders Parent or the Company has been filed by or, to the Knowledge of the Shareholders Parent or the Company, against the Shareholders Parent or the Company, nor will shall either of the Shareholders Sellers or the Company file such a petition prior to the Closing Date or for one hundred (100) days thereafter, and if such petition is filed by others, the same will shall be promptly discharged. Each of the Shareholders Sellers is solvent on the date hereof and will shall be solvent on the Closing Date. Neither of the Shareholders Sellers nor the Company has, and at the Closing Date will shall not have, made any assignment for the benefit of creditors, or admitted in writing insolvency or that its property at fair valuation will shall not be sufficient to pay its debts, nor will shall either of the Shareholders Sellers permit any judgment, execution, attachment, or levy against them or their properties to remain outstanding or unsatisfied for more than ten (10) days.