Litigation; Compliance. There is no Claim, pending or to the knowledge of the Buyer threatened, nor is there any written Order outstanding, against the Buyer which would prevent the Buyer from being able to close the transactions contemplated by this Agreement.
Litigation; Compliance. (a) There are no civil, criminal, arbitration or administrative proceedings involving the Company or the Subsidiary, including claims on which, to the best knowledge of the Company, the Company or the Subsidiary may be vicariously liable. No such proceedings and no claims of any nature are pending or threatened by, or, to the best knowledge of the Company, against the Company, the Subsidiary, or the directors of the Company or the Subsidiary (in their capacity as such) or any such person or in respect whereof the Company or the Subsidiary is liable to indemnify any party concerned and, to the best knowledge of the Company, there are no facts likely to give rise to any such proceedings.
Litigation; Compliance. Except as disclosed in writing to the Banks prior to the date hereof, there are no legal or arbitral proceedings or any proceedings by or before any Governmental Authority now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its Subsidiaries which, if adversely determined, would cause a Material Adverse Change. The Company and its Subsidiaries comply in all material respects with all applicable material (based on the Company and its Subsidiaries taken as a whole) Legal Requirements (other than the Applicable Environmental Laws, representations and warranties regarding which are found in SECTION 8.13). Neither the Company nor any of its Subsidiaries is in default in any material respect under, or in violation of, any material (based on the Company and its Subsidiaries taken as a whole) judgment, order or decree of any Governmental Authority.
Litigation; Compliance. (a) The Plaintiffs shall, as part of the resolution of the Class Action, consent to the dismissal of the Class Action on a with prejudice and without costs basis.
Litigation; Compliance. Except as disclosed on Schedule 4.11 hereto, (a) there has been no notice of any Claim pending or, to the knowledge of the Company, threatened nor is there any Order outstanding, against or otherwise involving the Company, its Subsidiary or any of their respective rights, properties or assets; (b) neither the Company nor its Subsidiary has received any notice claiming any violation of any Law or Order from any Governmental Entity and neither the Company nor its Subsidiary is subject to any Order; and (c) the Business of the Company and its Subsidiary is conducted in accordance in all material respects with all applicable Laws, ordinances, licenses or Permits of any Governmental Entity.
Litigation; Compliance. (i) There is no Proceeding pending or, to the best of Borrower’s knowledge, threatened against Borrower or any of Subsidiaries of Borrower which would have a Material Adverse Effect.
Litigation; Compliance. (a) There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Borrower, threatened in writing against, any Loan Parties 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, individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. None of the Loan Parties nor any of their respective properties is in violation of any laws, rules, regulations or orders of any Governmental Authority currently applicable thereto, except any violation or non-compliance that would not reasonably be expected to have a Material Adverse Effect.
Litigation; Compliance. No action, complaint, petition, suit, claim, order, ruling, injunction, judgment, decree, investigation or other proceeding, whether civil or criminal, in law or in equity, or before any arbitrator or governmental body, is pending or threatened, nor is there any basis therefore, against or affecting the Seller, the Purchased Assets (or the use, operation or value thereof), the Business, Seller’s ability to perform under this Agreement or any other Transaction Document or any aspect of the transaction contemplated by this Agreement. The Business has been conducted in accordance with all applicable laws and regulations.
Litigation; Compliance. (a) Except as set forth on Schedule 4.7, the Current SEC Reports accurately disclose in all material respects all actions, claims, suits, proceedings and governmental investigations pending or, to the knowledge of the Company, threatened, which (i) are required to be disclosed therein by the Exchange Act or (ii) individually or in the aggregate are reasonably likely to have a Material Adverse Effect. No judgment, decree, injunction, rule or order of any governmental entity or arbitrator is outstanding against the Company that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
Litigation; Compliance. Except as disclosed on Schedule 4.11 hereto, (A) there has been no written or oral notice of any Claim pending or, to the knowledge of ATG, threatened nor is there any written Order outstanding, against any Company; (B) no Company has received any notice claiming any violation of any Law or Order from any Governmental Entity and no Company is subject to any Order; (C) the Business of each Company is, and has at all times been, conducted in accordance in all material respects with all applicable Laws, ordinances, licenses or Permits of any Governmental Entity.
