Common use of No Material Actions or Proceedings Clause in Contracts

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 19 contracts

Samples: Equity Distribution Agreement (Geo Group Inc), Equity Distribution Agreement (Life Storage Lp), Equity Distribution Agreement (Geo Group Inc)

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No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have result in a Material Adverse Effect Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 7 contracts

Samples: Purchase Agreement (Prologis), Underwriting Agreement (Prologis), Underwriting Agreement (Prologis)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement and the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s and the Operating Partnership’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, subsidiaries or (ii) which has as the subject thereof any officer or director of, or property owned or leased by, by the Company or any of its subsidiaries or, to the best of the Company’s and the Operating Partnership’s knowledge, any officer or (iii) relating to environmental or discrimination mattersdirector, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or any such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreementany of the Sales Agreements or any Terms Agreements.

Appears in 6 contracts

Samples: Sales Agreement (Kilroy Realty, L.P.), Sales Agreement (Kilroy Realty, L.P.), Sales Agreement (Kilroy Realty, L.P.)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement and the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s and the Operating Partnership’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, subsidiaries or (ii) which has as the subject thereof any officer or director of, or property owned or leased by, by the Company or any of its subsidiaries or, to the best of the Company’s and the Operating Partnership’s knowledge, any officer or (iii) relating to environmental or discrimination mattersdirector, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 5 contracts

Samples: Lease Agreement (Kilroy Realty, L.P.), Underwriting Agreement (Kilroy Realty Corp), Underwriting Agreement (Kilroy Realty, L.P.)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement and the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s and the Operating Partnership’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, subsidiaries or (ii) which has as the subject thereof any officer or director of, or property owned or leased by, by the Company or any of its subsidiaries or, to the best of the Company’s and the Operating Partnership’s knowledge, any officer or (iii) relating to environmental or discrimination mattersdirector, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreementany of the Sales Agreements or any Terms Agreements.

Appears in 4 contracts

Samples: Sales Agreement (Kilroy Realty, L.P.), Sales Agreement (Kilroy Realty, L.P.), Sales Agreement (Kilroy Realty, L.P.)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (iii) which has as the subject thereof any officer or director trustee of, or property owned or leased by, the Company or any of its subsidiaries or (iiiii) relating to environmental or discrimination matters, where in any either such case under clause (i) or (ii), (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director trustee of, or property owned or leased by, the Company or any of its subsidiaries subsidiaries, and (B) any such action, suit or proceeding, if so determined adversely, would could reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 4 contracts

Samples: Underwriting Agreement (Whitestone REIT), Underwriting Agreement (Whitestone REIT), Underwriting Agreement (Whitestone REIT)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement and the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s and the Operating Partnership’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, subsidiaries or (ii) which has as the subject thereof any officer or director of, or property owned or leased by, by the Company or any of its subsidiaries or, to the best of the Company’s and the Operating Partnership’s knowledge, any officer or (iii) relating to environmental or discrimination mattersdirector, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or any such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 4 contracts

Samples: Underwriting Agreement (Kilroy Realty, L.P.), Underwriting Agreement (Kilroy Realty, L.P.), Underwriting Agreement (Kilroy Realty, L.P.)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement and the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the CompanyIssuers’ and the Operating Partnership’s knowledge, threatened (i) against or affecting the Company Partnership or any of its subsidiariesOperating Subsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company Partnership or any of its subsidiaries Operating Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility probability that such action, suit or proceeding might be determined adversely to the Company Partnership or such subsidiaryOperating Subsidiary, or any officer or director of, or property owned or leased by, by the Company Partnership or any of its subsidiaries Operating Subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have result in a Material Adverse Effect Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 4 contracts

Samples: Underwriting Agreement (Suburban Propane Partners Lp), Underwriting Agreement (Suburban Propane Partners Lp), Underwriting Agreement (Suburban Propane Partners Lp)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Underwriting Agreement (Sovran Self Storage Inc), Underwriting Agreement (Sovran Self Storage Inc), Underwriting Agreement (Sovran Self Storage Inc)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened threatened: (i) against or affecting the Company or any of its subsidiaries, Company; (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Company; or (iii) relating to environmental or discrimination mattersmatters against or affecting the Company, where in any each such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have result in a Material Adverse Effect Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Underwriting Agreement (Patriot Capital Funding, Inc.), Underwriting Agreement (Patriot Capital Funding, Inc.), Underwriting Agreement (Patriot Capital Funding, Inc.)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the ProspectusFinal Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (iii) which has as the subject thereof the Company, any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iiiii) relating to environmental or discrimination matters, where in any either such case case, (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Purchase Agreement (Jakks Pacific Inc), Purchase Agreement (Jakks Pacific Inc), Purchase Agreement (Jakks Pacific Inc)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the ProspectusFinal Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case case, (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (Alliance Data Systems Corp), Purchase Agreement (Alliance Data Systems Corp)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or employment discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (FCStone Group, Inc.), Underwriting Agreement (FCStone Group, Inc.)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Prospectus and the ProspectusGeneral Disclosure Package, there are is no legal or governmental actionsaction, suits suit or proceedings proceeding pending or, to the best knowledge of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or subsidiaries, (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company Company, such subsidiary or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have result in a Material Adverse Effect Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (JMP Group LLC), Underwriting Agreement (JMP Group LLC)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement and the ProspectusDisclosure Document, there are no legal or governmental actions, suits suits, hearings or investigtions or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesSubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there it is a reasonable possibility likely that such action, suit or proceeding might would be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sandridge Energy Inc), Stock Purchase Agreement (Sandridge Energy Inc)

No Material Actions or Proceedings. Except Other than as otherwise disclosed set forth in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.

Appears in 2 contracts

Samples: Underwriting Agreement (Acadia Pharmaceuticals Inc), Underwriting Agreement (Acadia Pharmaceuticals Inc)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Pricing Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Sandridge Energy Inc), Underwriting Agreement (Sandridge Energy Inc)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (GeoMet, Inc.), Underwriting Agreement (GeoMet, Inc.)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement and the ProspectusPrivate Placement Memorandum, there are no legal or governmental actions, suits suits, hearings or investigations or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiariesSubsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries Subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there it is a reasonable possibility likely that such action, suit or proceeding might would be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sandridge Energy Inc), Securities Purchase Agreement (Sandridge Energy Inc)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the ProspectusFinal Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (iii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iiiii) relating to environmental or employment discrimination matters, where in any either such case case, (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Alaska Communications Systems Group Inc, Alaska Communications Systems Group Inc

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement and the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s and the Operating Partnership’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, subsidiaries or (ii) which has as the subject thereof any officer or director of, or property owned or leased by, by the Company or any of its subsidiaries or, to the best of the Company’s and the Operating Partnership’s knowledge, any officer or (iii) relating to environmental or discrimination mattersdirector, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or any such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement, the Articles Supplementary or the Partnership Amendment.

Appears in 2 contracts

Samples: Underwriting Agreement (Kilroy Realty, L.P.), Underwriting Agreement (Kilroy Realty, L.P.)

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No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Eurand N.V.), Underwriting Agreement (Eurand N.V.)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s and the Guarantors’ knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, subsidiary or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have result in a Material Adverse Effect Change or materially adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Scotts Miracle-Gro Co)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the ProspectusFinal Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (iii) which has have as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iiiii) relating to environmental or discrimination matters, where in any either such case case, (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Health Management Associates Inc)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (iii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iiiii) relating to environmental or discrimination matters, where in any either such case case, (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Seneca Foods Corp /Ny/)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, <Page> would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Sovran Self Storage Inc)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or employment discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Cal Dive International, Inc.)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Sovran Self Storage Inc)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement and the ProspectusOffering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s and the Guarantors’ knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, subsidiary or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have result in a Material Adverse Effect Change or materially adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Scotts Miracle-Gro Co)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement and the Prospectus, there There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) to the Company’s knowledge which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Sucampo Pharmaceuticals, Inc.)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s 's knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Ellora Energy Inc

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company Transaction Entities or any of its their subsidiaries, (iii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company Transaction Entities or any of its their subsidiaries or (iiiii) relating to environmental or discrimination matters, where in any either such case case, (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company such Transaction Entity or such subsidiary, or any officer or director of, or property owned or leased by, the Company Transaction Entities or any of its their subsidiaries and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have a Material Adverse Effect or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (U-Store-It Trust)

No Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statement Disclosure Package and the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company Company, the Operating Partnership or any of its subsidiariesthe subsidiaries of the Operating Partnership, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company Company, the Operating Partnership or any of its the subsidiaries of the Operating Partnership or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company Company, the Operating Partnership or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have result in a Material Adverse Effect Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Prologis, Inc.)

No Material Actions or Proceedings. Except as otherwise disclosed or incorporated by reference in the Registration Statement and Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the Prospectusdate of this Agreement), there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director (in such capacity) of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary, or any officer or director of, or property owned or leased by, the Company or any of its subsidiaries subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to have result in a Material Adverse Effect Change or adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Maxtor Corp)

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