Litigation Disclosure. Seller has no knowledge of any litigation, proceeding, arbitration, investigation, violations, or actions pending or threatened which might result in any material adverse change lathe business, assets, or status of the business or which questions the validity of this Agreement. Seller has no knowledge of any grounds upon which any litigation, arbitration, proceedings, or investigation could be based.
Litigation Disclosure. Borrower hereby represents as follows: We are presently subject to various lawsuits, claims and proceedings of a nature considered normal to our ordinary course of business. We expect most of these legal proceedings to be covered by our liability insurance. The most significant of these contingencies not covered by insurance is described below. In December 2001, the owner of the entertainment center at our Howard Hughes Center projecx xxxxrxxx x claim against us for indemnification arising out of a Los Angeles Superior Court judgment against them, which invalidated a transfer of in-lieu credits that we made in August of 1999 as part of our sale of the land for the entertainment center. The value of these in-lieu credits was approximately $6.0 million and were transferred to satisfy certain Transportation Impact Assessment fees related to the entertainment center. The owner of the entertainment center is currently appealing the judgment. Based on our review of the current facts and circumstances and advice of our outside counsel, we are not able to express an opinion as to the ultimate outcome of this matter. However, we do not believe that the resolution of this matter or any of our ongoing legal proceedings will have a material adverse effect on our consolidated results of operations, cash flow or financial position. Loan No. 5849ZL SCHEDULE 4.1(s) ENVIRONMENTAL DISCLOSURE None Loan No. 5849ZL SCHEDULE 4.1(v) MANAGEMENT AGREEMENTS None Loan No. 5849ZL SCHEDULE 4.2(l) ERISA BENEFIT PLANS
Litigation Disclosure. Failure to fully and truthfully disclose the information required, may result in the disqualification of your proposal from consideration or termination of the Contract, once awarded.
Litigation Disclosure. The Company was recently served with a complaint in a lawsuit brought by Demodulation, Inc. against the Company, Corning Incorporated, Xxxxxx University, Xxxxxx Technology Resources, Inc. and certain unnamed individuals and corporations in the United States District Court of New Jersey. The complaint alleges ten claims, only two of which are asserted against the Company. In the complaint, Demodulation alleges that it. was unable to bring its microwire technology to market due to the wrongful acts of defendants, who allegedly conspired to steal Demodulation, Inc.’s trade secrets and other intellectual property and to otherwise interfere in Demodulation, Inc.’s business opportunities. The Company believes the complaint is without merit as it applies to the Company and intends to vigorously defend the action. The Company intends to file a motion to dismiss the complaint for failure to state a claim and on other grounds as well.
Litigation Disclosure. Section 2.14(a)
Litigation Disclosure. BUYER is not a party to any suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation pending or, to the best knowledge of BUYER, threatened against or affecting BUYER or its business, assets or financial condition, except for matters which would not have a material effect on BUYER or its properties. BUYER is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to it. BUYER is not engaged in any lawsuits to recover any material amount of monies due to it. BUYER represents that they have completed their own investigation into SCL. BUYER represents that any shares issued under this Agreement to its shareholders are for the sole ownership of the individuals listed on Schedule B and are not subject to any nominee relationships, and that the names on Schedule B are the correct and true names of the individuals receiving any issuance of shares under this Agreement.
Litigation Disclosure. Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx, Xxxx Xxxxxx, Xxxxxx Xxxxxxxx-Xxxxxx and Xxxxx XxXxx (collectively, the "Plaintiffs") have filed a lawsuit in the superior court of the state of California, county of San Francisco naming TRW, Inc., ESL Incorporated and the Company as defendants. The claims contained in the Plaintiffs' complaint related to their dismissal on or about the time at which Corsair purchased the PhonePrint assets from ESL Incorporated. Only two of the seven Plaintiffs were ever employed by Corsair, and Corsair is seeking indemnification from TRW, Inc. with regard to this matter.
Litigation Disclosure. Except as set forth on Schedule 3.9(a), there is (i) no Proceeding pending or, to the Knowledge of Sirona, threatened against Sirona or any of its Significant Subsidiaries; and (ii) no judgment, order, injunction, decree, stipulation or award (whether rendered by a court, administrative agency, or by arbitration, pursuant to a grievance or other procedure) against or relating to Sirona or any of its Significant Subsidiaries which, in the case of either clause (i) above, if adversely determined, or clause (ii) above, would reasonably be expected to result in a loss to Sirona or any of its Significant Subsidiaries in excess of (euro)1,000,000 in each individual case.
Litigation Disclosure. Seller hereby notifies Buyer that it is contemplating legal action against a former tenant at the Property, Hardgoods Distributors of Massachusetts, Inc. and its successors
Litigation Disclosure. Seller has no Actual Knowledge of any litigation pending or threatened in writing affecting the Property or, which, if determined adversely to the interests of Seller, would materially adversely affect the transfers, conveyances and assignments contemplated hereby or the execution, delivery or enforceability of this Agreement or any document or instrument to be executed and delivered pursuant to this Agreement. To Seller’s Actual Knowledge, the Due Diligence Documents delivered or made available to Buyer disclose all of the material information in Seller’s possession and/or control concerning the Property.
