Litigation and Compliance With Laws, Etc Sample Clauses

Litigation and Compliance With Laws, Etc. There are no claims, actions, suits or proceedings, whether in equity or at law, or governmental or administrative investigations pending or, to the best knowledge of Seller, threatened against Seller, the Real Property, the Business, or any of the Assets, except as described on Exhibit F hereto. There are no judgments outstanding and unsatisfied against Seller, the Real Property, the Business, or any of the Assets. There are no Tax Liens upon, pending against or, to the best knowledge of Seller threatened against the Real Property, the Business, or any of the Assets. Consummation of the transactions herein contemplated will not result in the imposition or creation of any Tax Obligations on the Real Property, the Business, or any of the Assets except for Tax Obligations which remain the liability of Seller under Section 7.01(c) below.
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Litigation and Compliance With Laws, Etc. There are no claims, actions, ---------------------------------------- suits or proceedings, whether in equity or at law, or governmental or administrative investigations pending or, to the knowledge of Seller, threatened against Seller or Corporation to be Sold or the Shares, or any Asset, and no claim, action, suit or proceeding, at law or in equity, which seller or Corporation to be Sold, in good faith, anticipates might be asserted against Seller or Corporation to be Sold or its Assets, or the Shares, as a result of or in connection with this transaction or for the purpose of challenging or attempting to set aside, this transaction except ------ (1) as described in Appendix 2.0l(c)(7) to Seller and Corporation to be ------------------- Sold's Disclosure Letter, or as may arise with respect to any of the matters described thereon, or (2) for minor product warranty claims arising in the usual and ordinary course of business for repair of products manufactured by Corporation to be Sold which in the aggregate may be satisfied at nominal cost to Corporation to be Sold. Except as described in Appendix 201(c)(7) to the Disclosure Letter: ------ ------------------
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Litigation and Compliance With Laws, Etc. There are no claims, ---------------------------------------- actions, suits or proceedings, whether in equity or at law, or governmental or administrative investigations pending or, to the best knowledge of Landlord, threatened against Landlord or any of the Premises or Equipment, except as described on Appendix 8.01(E) attached hereto.
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Litigation and Compliance With Laws, Etc. There are no claims, actions, suits or proceedings, whether in equity or at law, or governmental or administrative investigations pending or, to the knowledge of Purchaser, threatened against Purchaser, except (1) as described on Schedule 3.2(F) hereto, or as may arise with respect to any of the matters described thereon, and (2) for any claims, actions, suits or proceedings which pertain to routine claims by persons other than Governmental Bodies that are covered by 32 insurance (subject to the applicable insurance deductibles). Purchaser in all material respects is in compliance under any law, regulation, writ, injunction, decree or order applicable to Purchaser or its assets, including without limitation all safety and health, antitrust, consumer protection, labor, equal opportunity or discrimination laws, rules and regulations, and there are no judgments outstanding and unsatisfied against Purchaser that would have a material adverse effect on Purchaser or otherwise impair Purchaser's ability to comply with its obligations under this Agreement.
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Litigation and Compliance With Laws, Etc. There are no claims, actions, suits or proceedings, whether in equity or at law, or governmental or administrative investigations pending or, to the knowledge of Seller, threatened against Seller or any Asset, except (1) as described on Appendix 3.1(F) to Seller's Disclosure Letter, or as may arise with respect to any of the matters described thereon, (2) for any claims, actions, suits or proceedings which pertain to routine claims by Persons other than Governmental Bodies that are covered by insurance (subject to the applicable insurance deductibles) and (3) for other claims, actions, suits or proceedings which, singly or in the aggregate, would not have, if prosecuted to judgment against Seller or the Assets, a Material Adverse Effect. Except as described on Appendix 3.1(F) to Seller's Disclosure Letter, as of the date of this Agreement, (1) Seller in all material respects is in compliance under any law, regulation, writ, injunction, decree or order applicable to Seller or its Assets, including without limitation all safety and health, antitrust, consumer protection, labor, equal opportunity or discrimination laws, rules and regulations, except where such non-compliance would have a Material Adverse Effect, and
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Litigation and Compliance With Laws, Etc. There are no claims, actions, suits or proceedings, whether in equity or at law, or governmental or administrative investigations pending or, to the knowledge of any Seller, threatened against Seller Corp. or any Asset, except: (1) as described on Appendix 2.1(g) to the Sellers' Disclosure Letter, or as may arise with respect to any of the matters described thereon; (2) for any claims, actions, suits or proceedings which pertain to routine claims by Persons other than Governmental Bodies that are covered by insurance (subject to the applicable insurance deductibles); (3) for minor product or service warranty claims arising in the usual and ordinary course of business for repair of products manufactured by Seller Corp. which in the aggregate may be satisfied at nominal cost to Seller Corp.; and (4) for any other claims, actions, suits or proceedings which, singly or in the aggregate, would not have a Material Adverse Effect. Except as described on Appendix 2.1(g) to the Sellers' Disclosure Letter, as of the date of this Agreement:
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Litigation and Compliance With Laws, Etc. Except as disclosed on EXHIBIT H hereto, there are no claims, actions, suits or proceedings, whether in equity or at law, or any governmental or administrative investigations pending or, to the knowledge of Sellers, threatened against Sellers or any Asset, except (1) for any claims, actions, suits or proceedings which pertain to routine claims by Persons other than Governmental Bodies that are covered by insurance (subject to the applicable insurance deductibles), and (2) for other claims, actions, suits, or proceedings which, individually or in the aggregate, would not have, if prosecuted to judgment against Sellers or their Assets, a Material Adverse Effect. As of the date of this Agreement,
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Litigation and Compliance With Laws, Etc. There are no claims, actions, suits or proceedings, whether in equity or at law, or governmental or administrative investigations pending or, to the knowledge of the Shareholders, threatened against Alumar or any Subsidiary or any Asset, except as described on EXHIBIT 3.1.9. Except as described on EXHIBIT 3.1.9, as of the date of this Agreement:
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Litigation and Compliance With Laws, Etc. There are no claims, actions, suits or proceedings, whether in equity or at law, or governmental or 24 administrative investigations pending or, to the knowledge of Seller, threatened against Seller or any Asset, except (1) as described on Appendix 3.1(F) to Seller's Disclosure Letter, or as may arise with respect to any of the matters described thereon, (2) for any claims, actions, suits or proceedings which pertain to routine claims by Persons other than Governmental Bodies that are covered by insurance (subject to the applicable insurance deductibles) and (3) for other claims, actions, suits or proceedings which, singly or in the aggregate, would not have, if prosecuted to judgment against Seller or the Assets, a Material Adverse Effect. Except as described on Appendix 3.1(F) to Seller's Disclosure Letter, as of the date of this Agreement,
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Related to Litigation and Compliance With Laws, Etc

  • Litigation and Compliance with Laws (a) Except as disclosed in the Borrower’s Annual Report on Form 10-K for 2019 or any subsequent report filed by the Borrower on Form 10-Q or Form 8-K with the SEC since December 31, 2019, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower or the Guarantors, threatened against the Borrower or the Guarantors or any of their respective properties (including any properties or assets that constitute Collateral under the terms of the Loan Documents), before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that (i) are likely to have a Material Adverse Effect or (ii) would reasonably be expected to affect the legality, validity, binding effect or enforceability of the Loan Documents or, in any material respect, the rights and remedies of the Administrative Agent or the Lenders thereunder or in connection with the Transactions.

  • Litigation and Compliance with Law Except as set forth in Schedule 5.17, there are no claims, actions, suits or proceedings, pending or, to the knowledge of the Companies and the Stockholders, threatened against or affecting any Company, at law or in equity, or before or by any Governmental Authority having jurisdiction over such Company. No written notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by any Company and, to the Stockholders' and the Companies' knowledge, there is no basis therefor. Except to the extent set forth in Schedule 5.17, each Company has conducted and is conducting its business in compliance with all Laws applicable to such Company, its assets or the operation of its business.

  • Litigation; Compliance with Laws (a) There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Company, threatened against or affecting any Company or any business, Property or rights of any such Person (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

  • Litigation; Compliance with Law Except as disclosed, there is no (i) action, suit, claim, proceeding or investigation pending or, to the best of the Company’s knowledge, threatened against or affecting the Company, at law or in equity, or before or by any municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) arbitration proceeding relating to the Company pending under collective bargaining agreements or otherwise; or (iii) governmental inquiry pending or, to the best of the Company’s knowledge, threatened against or affecting the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the best of the Company’s knowledge, there is no reasonable basis for any of the foregoing. The Company is not in default with respect to any governmental order, writ, judgment, injunction or decree known to or served upon the Company of any court or of any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There is no action or suit by the Company pending or threatened against others. The Company has complied in all respects with all laws, rules, regulations and orders applicable to its businesses, operations, properties, assets, products and services, and the Company has all necessary permits, licenses and other authorizations required to conduct its business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a material adverse effect. There is no existing law, rule, regulation or order, and the Company is not aware of any proposed law, rule, regulation or order, which would prohibit or materially restrict the Company from, or otherwise materially and adversely affect the Company in, conducting its business in any jurisdiction in which it is now conducting business or in which it proposes to conduct business.

  • Compliance with Laws, Etc Comply, and cause each of its Subsidiaries to comply with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

  • Compliance with Laws; Litigation Except as described in the CCA Disclosure Schedule or in the Prison Realty Filed SEC Documents, there are no claims, actions, suits, arbitration, grievances, proceedings or investigations pending or, to CCA's knowledge, threatened, against CCA or any Subsidiary, or any properties or rights of CCA or any Subsidiary, or any officers or directors of CCA or any Subsidiary in their capacity as such, by or before any Governmental Entity which, individually or in the aggregate, is reasonably likely to have a material adverse effect on CCA or prevent, materially delay or intentionally delay the ability of CCA to consummate the transactions contemplated hereby. Neither CCA nor its Subsidiaries is subject to any judgment, order or decree which could reasonably be expected to result in a material adverse effect. Each of CCA and its Subsidiaries has at all times operated and currently operates its business in conformity in all material respects with all applicable statutes, common laws, ordinances, decrees, orders, rules and regulations of Governmental Entities. Each of CCA and its Subsidiaries has all licenses, approvals or consents to operate its businesses in all locations in which such businesses are currently being operated, and to its knowledge is not aware of any existing or imminent matter which may materially adversely impact its operations or business prospects other than as specifically disclosed in the CCA Disclosure Schedule. CCA and each Subsidiary have not failed to file with the applicable regulatory authorities any material statements, reports, information or forms required by all applicable laws, regulations or orders, all such filings or submissions were in material compliance with applicable laws when filed, and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to such filings or submissions. CCA and each Subsidiary have not failed to maintain in full force and effect any material licenses, registrations or permits necessary or proper for the conduct of its or their business, or received any notification that any revocation or limitation thereof is threatened or pending, and there is not to the knowledge of CCA pending any change under any law, regulation, license or permit which would materially adversely affect the business, operations, property or business prospects of CCA. CCA and each Subsidiary have not received any notice of violation of or been threatened with a charge of violating and are not under investigation with respect to a possible violation of any provision of any law, regulation or order. Neither CCA nor any of its Subsidiaries has at any time (i) made any unlawful contribution to any candidate for domestic or foreign office or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.

  • Compliance with Laws; Use The Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity whether in effect now or later, including the Americans with Disabilities Act (“Law(s)”), regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises. In addition, Tenant shall, at its sole cost and expense, promptly comply with any Laws that relate to the “Base Building” (defined below), but only to the extent such obligations are triggered by Tenant’s use of the Premises, other than for general office use, or Alterations or improvements in the Premises performed or requested by Tenant. “

  • COMPLIANCE WITH LAWS IN GENERAL Company, Shareholders and Company's licensed professional employees, and the conduct of the Business and use of the Assets, have complied with all applicable laws, rules, regulations and licensing requirements, including, without limitation, the Federal Environmental Protection Act, the Occupational Safety and Health Act, the Americans with Disabilities Act and any environmental laws and medical waste laws, and there exist no violations by Company, any Shareholder or any licensed professional employee of Company of any Federal, state or local law or regulation. Company and Shareholders have not received any notice of a violation of any Federal, state and local laws, regulations and ordinances relating to the operations of the Business and Assets and no notice of any pending inspection or violation of any such law, regulation or ordinance has been received by Company.

  • Litigation and Compliance There is no action, suit, investigation, litigation or proceeding against such Legal Entity pending or threatened before any court, governmental agency or arbitrator that challenges, or would reasonably be expected to have a material adverse effect on, the legality, validity or enforceability of this Agreement.

  • Compliance with Laws and Policies 5.1 Each Party shall, at its own expense, comply with the Applicable Laws and Regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

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