Adverse Litigation definition

Adverse Litigation means litigation or arbitration that is adverse to Buyer or any Entergy Operating Company that involves or involved, as the case may be, (a) the potential imposition of criminal liability on Buyer or any Entergy Operating Company (or their respective directors, officers, partners, members, trustees, employees, agents, or representatives), (b) the potential imposition on Buyer or any Entergy Operating Company of new or additional adverse regulation,
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Adverse Litigation means litigation or arbitration that is adverse to Buyer or any Entergy Operating Company that involves or involved, as the case may be, (a) the potential imposition of criminal liability on Buyer or any Entergy Operating Company (or their respective directors, officers, partners, members, trustees, employees, agents, or representatives), (b) the potential 3 NTD: This draft assumes that Seller will not be publicly rated or have an Accepted Agency Rating. Certain defined terms (e.g., Credit Event, Applicable PA Amount Reduction, SPG Minimum Threshold Credit Thresholds) and other terms of this Agreement may change if Seller is publicly rated and meets the credit criteria for an Accepted Agency Rating and liquid credit support reductions are provided on the basis of Seller’s creditworthiness instead of Seller Parent Guarantor’s creditworthiness. imposition on Buyer or any Entergy Operating Company of new or additional adverse regulation,
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Examples of Adverse Litigation in a sentence

  • ARTICLE 11 - The shareholders shall meet on an extraordinary basis whenever the Company’s interests require a decision by the shareholders and in the cases provided by Brazilian Corporate Law and under these Bylaws.

  • Borrower shall promptly give notice in writing to Lender of all litigation affecting the Collateral, the Project, Borrower, any of the Borrower Parties, or Borrower's ability to repay the Loan, of which it has actual knowledge, regardless of whether any such litigation is Material Adverse Litigation, and furnish to Lender from time to time all information available to Borrower and not previously disclosed by Borrower to Lender concerning the status of any such controversy, claim, suit or other proceeding.

  • That portion of Section 8 of the Schedule to Loan and Security Agreement regarding Material Adverse Litigation is hereby amended to include the information set forth on Exhibit 1 attached hereto.

  • Japan Other Locations and Addresses (Section 3.3): No other domestic locations Material Adverse Litigation (Section 3.10): Lawsuit filed on January 4, 1994 by Strategica Group, Inc.

  • In respect of calling the special meeting as contemplated by Section 2.2 hereof, the FICOM Approval shall not have been set aside or modified in a manner inconsistent with this Agreement or in a way that would enjoin or prohibit the completion of the transactions contemplated by this Agreement.(b) No Adverse Litigation or Law.

  • For the purposes hereof, “Prohibited Activities” means any (i) violation of the provisions of Section 8 hereof; (ii) inducement or attempted inducement of any employee, officer, director, sales representative, consultant or other personnel of the Company, to terminate his or her employment or breach his or her agreements with the Company; (iii) Disparagement, as defined in Section 19 hereof; or (iv) Adverse Litigation Assistance, as defined in Section 22 hereof.

  • No Adverse Litigation...............................................................

  • CONDITIONS OF EACH INVESTOR'S OBLIGATION 17 4.1 Representations and Warranties 17 4.2 Compliance with Agreement 17 4.3 Certificate of Officers 17 4.4 Board of Directors 17 4.5 Legal Opinion 18 4.6 Necessary Consents 18 4.7 Certificate of Determination 18 4.8 Injunctions, Restraining Order or Adverse Litigation 18 4.9 Warrant Agreement 18 4.10 Company Registration Rights Agreement 18 SECTION V.

  • With no adverse litigation history 10 With No Adverse Litigation History 10 With Adverse Litigation History 010f)Bidder has in place installed IT system that provides accurate and up to date information on the administration of the Insurance policy.

  • Indicate whether the firm is in compliance with applicable regulations and the nature of any non-compliance, including the SEC, MSRB and banking regulators. Material Adverse Litigation.

Related to Adverse Litigation

  • Disclosed Litigation has the meaning specified in Section 3.01(b).

  • Material Litigation is defined in Section 6.7.

  • Threatened litigation as used herein shall include governmental investigations and civil investigative demands. “Litigation” as used herein shall include administrative enforcement actions brought by governmental agencies. The Contractor must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, “material” refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Contract or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with any litigation threatened or pending that may result in a substantial change in the Contractor’s financial condition.

  • Pending Litigation means a proceeding in a court of law whose activity is in progress but not yet completed.

  • Adverse Proceeding means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Holdings or any of its Subsidiaries, threatened against or affecting Holdings or any of its Subsidiaries or any property of Holdings or any of its Subsidiaries.

  • Adverse action means a home or remote state action.

  • Transaction Litigation has the meaning set forth in Section 5.2(d).

  • Adverse reaction means an unexpected outcome that threatens the health or safety of a patient as a result of a medical service, nursing service, or health-related service provided to the patient.

  • Litigation means any action, suit or proceeding before any court, mediator, arbitrator or Governmental Authority.

  • Litigation Claims means the claims, rights of action, suits or proceedings, whether in law or in equity, whether known or unknown, that any Debtor or any Estate may hold against any Person or Entity, including, without limitation, the Causes of Action of the Debtors or their Estates, in each case solely to the extent of the Debtors’ or their Estates’ interest therein. A non-exclusive list of the Litigation Claims held by the Debtors as of the Effective Date will be Filed with the Plan Supplement, which will be deemed to include any derivative actions filed against any Debtor as of the Effective Date.

  • Adverse impact means any deleterious effect on waters or wetlands, including their quality, quantity, surface area, species composition, aesthetics or usefulness for human or natural uses which are or may potentially be harmful or injurious to human health, welfare, safety or property, to biological productivity, diversity, or stability or which unreasonably interfere with the enjoyment of life or property, including outdoor recreation.

  • Complaint Investigation means an investigation of any complaint that has been made to a proper authority that is not covered by an abuse investigation.

  • Defendants’ Releasees means Defendants and their current and former parents, affiliates, subsidiaries, officers, directors, agents, successors, predecessors, assigns, assignees, partnerships, partners, trustees, trusts, employees, Immediate Family Members, insurers, reinsurers, and attorneys.

  • Adverse decision means a decision reducing,

  • Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;

  • Unresolved Claims has the meaning set forth in Section 7.6(c).

  • Adverse Recommendation Change shall have the meaning set forth in Section 6.5(d).

  • Plaintiffs’ Releasees means Lead Plaintiffs, all other plaintiffs in the Action, their respective attorneys, and all other Settlement Class Members, and their respective current and former officers, directors, agents, parents, affiliates, subsidiaries, successors, predecessors, assigns, assignees, employees, and attorneys, in their capacities as such.

  • Lawsuit means any lawsuit, arbitration or other dispute resolution filed by either party herein pertaining to any of this Warrant, the Facility Agreement and the Registration Rights Agreement.

  • Defendants means all of the Individual Defendants and the Corporate Defendants, individually, collectively, or in any combination.

  • Plaintiffs means the Class Representatives and the Class Members.

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • Defendants’ Counsel means Xxxxx Xxxxxxxx Xxxxxxxx & Xxxxx LLP.

  • Adverse employment action means an action that affects an em- ployee ’s compensation, promotion, transfer, work assignment, or performance evaluation, or any other employment action that would dissuade a reasonable employee from making or supporting a report of abuse or neglect under Family Code 261.101.

  • Environmental Claim means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

  • Released Matters MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT THE XXXXXX PARTIES NOW HAVE, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE, AS A HOLDER OF PREFERRED STOCK OF XEROX OR CONDUENT, ARISING BY VIRTUE OF OR IN ANY MATTER RELATED TO ANY ACTIONS OR INACTIONS WITH RESPECT TO THE SPIN-OFF; PROVIDED THAT RELEASED MATTERS SHALL NOT INCLUDE ANY RIGHT OF XXXXXX CONTAINED IN THIS AGREEMENT, THE SETTLEMENT AGREEMENT OR IN THE TERMS OF THE XEROX CERTIFICATE OF AMENDMENT OR THE CONDUENT CERTIFICATE OF AMENDMENT. IT IS THE INTENTION OF XXXXXX IN EXECUTING THIS RELEASE, AND IN GIVING AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN THIS SECTION 6.06 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY THE XXXXXX PARTIES AND THE RELEASED PARTIES OF ALL RELEASED MATTERS. XXXXXX HEREBY REPRESENTS TO XEROX AND CONDUENT THAT NONE OF THE XXXXXX PARTIES HAVE VOLUNTARILY OR INVOLUNTARILY ASSIGNED OR TRANSFERRED OR PURPORTED TO ASSIGN OR TRANSFER TO ANY PERSON ANY RELEASED MATTERS AND THAT NO PERSON OTHER THAN XXXXXX HAS ANY INTEREST IN ANY RELEASED MATTER BY LAW OR CONTRACT BY VIRTUE OF ANY ACTION OR INACTION BY XXXXXX. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS SECTION 6.06 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 6.06 WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.