PROCEEDINGS AND INVESTIGATIONS Sample Clauses

PROCEEDINGS AND INVESTIGATIONS. Except as described in the Prospectus, there are no material legal or governmental or other proceedings or investigations pending before any court or before or by any public body or board or, to the Company's knowledge, threatened (or any reasonable basis therefor) against, or involving the properties or business of, the Company.
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PROCEEDINGS AND INVESTIGATIONS. Except as set forth on Schedule 6.01(cc) or as disclosed in the Parent's Form 10 K filed with the SEC on October 16, 2014, (i) no lawsuit or administrative proceeding is pending or, to the knowledge of the Loan Parties, threatened or (ii) to the knowledge of the Loan Parties, no investigation is pending or threatened, in any such case, which could reasonably be expected to result in (A) a Significant Regulatory Event that could reasonably be expected to result in (1) a loss to a Loan Party in an amount in excess of $25,000,000 or (2) a loss of any Educational Approval that is required for any School owned or operated by a Loan Party or any campus or location thereof to operate, or (B) a finding of Title IV ineligibility of any such School, campus or location owned or operated by any Loan Party.
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PROCEEDINGS AND INVESTIGATIONS. The events and proceedings referenced in items 1-3 in Schedule 6.01(dd). Schedule 6.01(dd) Compliance with Educational Laws
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PROCEEDINGS AND INVESTIGATIONS. Other than patent office actions and proceedings related to the Existing Patents and the actions and proceedings of Regulatory Authorities related to the clinical development of Product by Cidara, neither Cidara nor its Affiliates is a party to any adverse action, suit, investigation or proceeding relating to the Cidara Technology, Compound or Product, and neither Cidara nor its Affiliates have received written notice of any pending or threatened adverse action, suit, investigation or proceeding related to the Cidara Technology, Compound or Product.
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PROCEEDINGS AND INVESTIGATIONS. Except as otherwise disclosed in Schedule 4.8, there are no actions, suits, claims, judicial or administrative proceedings, or governmental authority’s investigations (a) legally notified to the Company until the first business day prior to Closing Date in which the Company is a party, or (b) to the knowledge of the management of the Seller and of the Company: (i) already threatened by a third party or authority; or (ii) materially affecting the Company or its assets and properties, in any court or before any arbitrator or governmental authority.
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Related to PROCEEDINGS AND INVESTIGATIONS

  • COMPLAINTS AND INVESTIGATIONS 1. This article applies to complaints or allegations made externally and not from normal supervisory activities.

  • AUDITS AND INVESTIGATIONS 27.1 Each invoice paid by UNDP shall be subject to a post-payment audit by auditors, whether internal or external, of UNDP or by other authorized and qualified agents of UNDP at any time during the term of the Contract and for a period of three (3) years following the expiration or prior termination of the Contract.

  • Investigations and Proceedings The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or any judicial proceeding with respect to each party’s activities under this Agreement and promptly to notify the other party of any such investigation or proceeding.

  • Pending Proceedings and Examinations The Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the 1933 Act, and the Company is not the subject of a pending proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities.

  • Corporate Examinations and Investigations Prior to the Closing Date, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation of the assets, properties, business and operations, books, records and financial condition of the other as they each may reasonably require. No investigations, by a party hereto shall, however, diminish or waive any of the representations, warranties, covenants or agreements of the party under this Agreement.

  • Proceedings and Documents All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

  • Access and Investigation (a) During the period commencing on the Agreement Date and ending at such time as designees of Parent first constitute at least a majority of the Company Board pursuant to Section 1.3(a), the Company shall, and shall cause its Subsidiaries and Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access, upon reasonable notice and during normal business hours, to the Company’s Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers and other documents and information relating to the Company and its Subsidiaries (including the Company Owned IP); (ii) provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; and (iii) permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Company responsible for the Company’s financial statements and the internal controls of the Company and its Subsidiaries to discuss such matters as Parent may reasonably deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act or similar act applicable thereto and the rules and regulations relating thereto or otherwise in connection with the Offer and the Merger. No information or knowledge obtained by Parent or its Representatives in any investigation conducted pursuant to this Section 5.1(a) shall affect or be deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent and Purchaser to consummate the transactions contemplated hereby (including the Offer and the Merger), or the remedies available to the parties hereunder. Notwithstanding anything to the contrary herein, neither Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or violate any applicable Law.

  • Cooperation with Investigations You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of customer claims, including by providing, upon request and without further cost, any originals or copies of items deposited through the Service in your possession and your records relating to such items and transmissions.

  • Investigations and Remediations Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Start Date, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in Paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

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