Unasserted Claims. Any action, suit or claim arising out of, caused by or based upon any act or omission of Seller or any of its shareholders, partners, directors, executives, officers, employees, agents or representatives at any time before the Closing Date.
Unasserted Claims. Any Proceeding arising out of, caused by or based upon any act or omission of Seller at any time before the Closing other than the Assumed Liabilities.
Unasserted Claims. Any action, suit or claim arising out of, caused by or based upon any act or omission of any of the Selling Companies or any of their respective shareholders, partners, directors, executives, officers, employees, agents or representatives at any time before the Closing.
Unasserted Claims. To the knowledge and belief of EPi and EPi Sub after due inquiry, there are no facts which, if known by a potential claimant or governmental authority, would give rise to a claim or proceeding which, if asserted or conducted with results unfavorable to EPi or EPi Sub, would have a material adverse effect on the business, business prospects, or financial condition of EPi or EPi Sub, the Merger or the other transactions contemplated herein, or the use of the assets or properties of EPi or EPi Sub after the Effective Date. (z) Absence of Judicial Orders. Neither EPi nor EPi Sub is a party to any decree, order or arbitration award (or agreement entered into in any administrative, judicial or arbitration proceeding with any governmental authority) with respect to or affecting its properties, assets, personnel, business activities or business prospects.
Unasserted Claims. Except as disclosed in Schedule 5.3(z) hereto, to the knowledge and belief of HTD after due inquiry, there are no facts which, if known by a potential claimant or governmental authority, would give rise to a claim or proceeding which, if asserted or conducted with results unfavorable to HTD, would have a material adverse effect on the business, business prospects, or financial condition of HTD, the Merger or the other transactions contemplated herein, or the use of the assets or properties of HTD after the Effective Date.
Unasserted Claims. 18 (z) Absence of Judicial Orders............................................................18 (aa) Compliance with Law...................................................................18 (bb) Hazardous Materials...................................................................18 (cc) Accuracy of Documents, Representations and Warranties................................ 18 (dd) Subsidiaries and Stockholder Affiliates...............................................19 (ee) EPi Device Sale.......................................................................19 5.3 Representations and Warranties of HTD..........................................................19 (a) Organization..........................................................................19 (b)
Unasserted Claims. Except as disclosed in Schedule 5.3 (ab) hereto, to the best knowledge and belief of Mayer, Mayer is not aware of any breach or wrongdoing that if known by a potential claimant or governmental authority would give rise to a claim or proceeding which, if resolved with results unfavorable to Company, would have a material adverse effect on the financial condition, business, operations, assets or business prospects of Company or the consummation of the Merger or the other transactions contemplated herein.
Unasserted Claims. To the knowledge and belief of EPi and EPi Sub after due inquiry, there are no facts which, if known by a potential claimant or governmental authority, would give rise to a claim or proceeding which, if asserted or conducted with results unfavorable to EPi or EPi Sub, would have a material adverse effect on the business, business prospects, or financial condition of EPi, EPi Sub, this Agreement or the other transactions contemplated herein, or the use of the assets or properties of EPi or EPi Sub after the Closing Date.
Unasserted Claims. Any Proceeding against a SunGard Group Entity by any Person arising out of or caused by, directly or indirectly, any act or omission of an LP Group Company, or any of its shareholders, directors, officers, employees, agents or representatives, occurring at any time on or before the Closing Date and affecting any of the Acquired Companies, including any such Proceeding relating to the written notifications or Client Consents referred to in Section 5.5(d) or the deemed assignment of the Advisory Agreements in connection with the transactions contemplated by this Agreement.
Unasserted Claims. Executive hereby represents he has no knowledge of any nonfrivolous claims that may be asserted against the Bank or WGNB, that arise solely out of Executive’s actions or inactions, and that he believes may result in a successful claim against the Bank or WGNB.
