Common use of Litigation and Liabilities Clause in Contracts

Litigation and Liabilities. Except as disclosed in the Company Reports filed prior to the date hereof, there are no (i) civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of the executive officers of the Company, threatened against the Company or any of its Subsidiaries, directors or officers or (ii) obligations or liabilities of any nature, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those relating to environmental and occupational safety and health matters, or any other facts or circumstances of which the executive officers of the Company have knowledge that could result in any claims against, or obligations or liabilities of, the Company or any of its affiliates, except for those that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Cendant Corp), Agreement and Plan of Merger (American Bankers Insurance Group Inc), Agreement and Plan of Merger (American Bankers Insurance Group Inc)

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Litigation and Liabilities. Except as disclosed in the Company Reports filed -------------------------- provided to the Parent prior to the date hereof, there are no (i) civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of the executive officers of the Company, threatened against the Company or any of its Subsidiaries, directors or officers Subsidiaries or (ii) obligations or liabilities of any natureliabilities, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those relating to environmental and occupational safety and health matters, or any other facts or circumstances of which the executive officers of the Company have has knowledge that could result in any claims against, or obligations or liabilities of, the Company or any of its affiliatesSubsidiaries, except for those that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Sohu Com Inc)

Litigation and Liabilities. Except as disclosed in the Company Reports filed prior to the date hereof, there are no (i) civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of the executive officers of the Company, threatened against the Company or any of its Subsidiariesaffiliates, directors or officers or (ii) obligations or liabilities of any natureliabilities, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those relating to tax or to environmental and occupational safety and health matters, or any other facts or circumstances of which the executive officers of the Company have knowledge that could result in any claims against, or obligations or liabilities of, the Company or any of its affiliates, except for those that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or to prevent or materially burden or to materially impair the ability of the Company to consummate the transactions contemplated by this AgreementTransactions.

Appears in 1 contract

Samples: Exchange Agreement (Ascent Assurance Inc)

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Litigation and Liabilities. Except as disclosed in the Company Reports filed prior to the date hereof, there are no (i) civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of the executive officers of the Company, threatened against the Company or any of its Subsidiaries, directors or officers Affiliates or (ii) obligations or liabilities of any natureliabilities, whether or not accrued, contingent or otherwise and whether or not required to be disclosed, including those relating to environmental and occupational safety and health mattersmatters involving any Environmental Law (as defined in Section 5.1(k)), or any other facts or circumstances of which the executive officers of the Company have knowledge that could result in any claims against, or obligations or liabilities of, the Company or any of its affiliatesAffiliates, except for those that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent or materially burden or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Amalgamation Agreement (Teekay Shipping Corp)

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