Litigation; Claims Sample Clauses

Litigation; Claims. Buyer is not a party to, and there are not any claims, actions, suits, investigations or proceedings pending or threatened against Buyer or its business, at law or in equity, or before or any governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, which if determined adversely would have a material effect on the business or financial condition of Buyer or the ability of Buyer to carry on its business. The consummation of the transactions herein contemplated will not conflict with or result in the breach or violation of any judgment, order, writ, injunction or decree of any court or governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign.
Litigation; Claims. As of the date hereof there is no claim, action, proceeding or investigation pending or, to the knowledge of Guarantor, threatened against Guarantor before any court or governmental or regulatory authority or body that would prevent or delay in any material respect the performance by Guarantor of this Guaranty. Guarantor is not subject to any judgment or outstanding order, writ, injunction or decree that would have an adverse effect on its ability to perform its obligations under this Guaranty and that would prevent or delay in any material respect the performance by Guarantor of this Guaranty.
Litigation; Claims. As of the date hereof, there is no action, proceeding or investigation pending or, to Purchaser's knowledge, threatened before any court, governmental or regulatory body, agency, commission, official or arbitrator which (a) questions or calls into question the validity of this Agreement, any other Operative Document or any action taken or to be taken pursuant hereto, (b) if decided adversely to Purchaser, could materially impair the ability of Purchaser to conduct the Merchant Acquiring Business and assume its rights and perform its obligations under this Agreement and the other Operative Documents and the Transferred Assets as contemplated hereby, or (c) calls into question Purchaser's state or federal regulatory authority to consummate the transactions contemplated hereby.
Litigation; Claims. The Reinsurer shall be responsible for the handling of, and all costs and expenses, including legal fees, relating to, litigation or other claims under the Novated Policies. Notwithstanding the foregoing, the Reinsurer shall have no liability for such costs and expenses to the extent they arise out of or are based on any Extra Contractual Liabilities, and to the extent that the Reinsurer incurs any such costs or expenses, the Reinsurer shall be indemnified by the Company.
Litigation; Claims. All obligations and liabilities of Seller and its applicable subsidiaries arising from litigation of third parties against Seller or its applicable subsidiaries arising out of the activities of the Business, except the Retained Litigation (as defined in Section 1(d)(vi));
Litigation; Claims. Any rights (including indemnification) and claims and recoveries under litigation of Seller (or its applicable subsidiaries) against third parties arising out of or relating to the Business set forth on Schedule 1(a)(xiv) (the "Business Litigation");
Litigation; Claims. Except as and to the extent disclosed in the Harris SEC Documents filed prior to the date hereof, or as set forth in Section 5.11 of the Harris Disclosure Schedule, there is no suit, claim, action, proceeding or investigation pending or, to Harris's knowledge, threatened, against Harris or any of its Subsidiaries or any of their respective properties or assets which (i) involves a claim in excess of $100,000 which is not fully covered by insurance, or (ii) has had, or if decided adversely to Harris would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Harris. Except as and to the extent disclosed in the Harris SEC Documents filed prior to the date hereof, none of Harris and its Subsidiaries is subject to any outstanding order, writ, injunction or decree which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Harris. There are no complaints, charges or claims against Harris or any of its Subsidiaries or, to the knowledge of Harris, threatened to be brought or filed with any Governmental Entity based on, arising out of, in connection with or otherwise relating to the employment by Harris or any of its Subsidiaries of any individual, including any claim relating to employment discrimination, equal pay, employee safety and health, wages and hours or workers' compensation and neither Harris nor any of its Subsidiaries has violated any Law respecting such matter, in each case except as has not had, and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Harris.
Litigation; Claims. Promptly after initiation thereof or receipt of notice with respect thereto, notice of any claims, proceedings, litigation or material disputes by, against, or otherwise involving any Credit Party or any Subsidiary thereof, or any Project, or other litigation which could reasonably be expected to have a Material Adverse Effect on any Credit Party or any Subsidiary thereof, together with copies of the court filings or other documents associated therewith.
Litigation; Claims. There is no Claim pending or, to the knowledge of Parent or Merger Sub, threatened that questions the validity of this Agreement or the Related Agreements or any action taken or to be taken by Parent or Merger Sub in connection with the consummation of the transactions contemplated hereby or thereby or which seeks to prohibit, enjoin or otherwise challenge any of the transactions contemplated hereby or thereby.