Litigation; Disputes. No legal action may be brought against NCCI, its shareholders, officers, employees, and/or agents for actions taken reasonably and in good faith in fulfilling the specifically stated responsibilities of NCCI under this Agreement. NCCI reserves the right to obtain a determination from a court of competent jurisdiction as to the ownership of funds and/or documents in its possession in the event it receives conflicting instructions, instructions which are, in the opinion of NCCI, inconsistent with this Agreement, or if NCCI fails to receive instructions which NCCI concludes that it requires to fulfill its duties under this Agreement. NCCI shall be entitled to reimbursement for all costs, including reasonable attorney’s fees and court costs/expenses incurred by NCCI in connection with obtaining any such determination, and/or in defending any claim made or legal action taken in connection with this Agreement or the agreement(s) between BUYER/MAKER and SELLER/HOLDER which are the subject matter of this collection, except as otherwise specified herein. SELLER/HOLDER hereby gives to NCCI a continuing lien on the proceeds to which they are otherwise entitled under this Agreement to cover such fees, costs and/or expenses.
Litigation; Disputes. There are no Actions pending or, to the knowledge of Hanger or the Purchaser, threatened, against or affecting Hanger or the Purchaser which challenge the validity of this Agreement, or which if adversely determined, would materially adversely affect their ability to consummate the transactions contemplated by this Agreement or to perform their respective covenants and agreements under this Agreement.
Litigation; Disputes. (a) Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, there are no actions, suits, claims, arbitrations, proceedings or investigations pending or, to the knowledge of the Company or any Subsidiary, threatened against, affecting or involving the Company or any Subsidiary or their respective businesses or Assets, or the transactions contemplated by this Merger Agreement, at law or in equity, or before or by any court, arbitrator or Governmental Entity, domestic or foreign. Neither the Company nor any Subsidiary is (i) operating under or subject to any order (except for orders that Persons similarly situated, engaged in similar businesses and owning similar Assets are operating under or subject to), award, writ, injunction, decree or judgment of any court, arbitrator or Governmental Entity, or (ii) in default with respect to any order, award, writ, injunction, decree or judgment of any court, arbitrator or Governmental Entity.
Litigation; Disputes. 33 Section 4.6
Litigation; Disputes. There is no action, suit, investigation or -------------------- proceeding pending against, or, to the best of the knowledge of the applicable party, threatened against, or affecting PP or GEOSP before any court or arbitrator or any governmental body, agency, official or authority which, if adversely determined or resolved, may reasonably be expected to result in liability or loss to the Company in excess of $50,000 or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the Contemplated Transactions. No dispute or claim exists between PP or GEOSP and any of their respective customers, suppliers, packagers or distributors (including warranty claims) which is reasonably likely to have a Material Adverse Effect on the Company.
Litigation; Disputes. 40 6.22 Labor Relations...............................................................................41 6.23
Litigation; Disputes. There are no material claims, disputes, actions, suits, investigations or proceedings pending or, to the best of the knowledge of the Company and the Shareholder, threatened against or affecting the Company, the Business or any of the Assets, no such claim, dispute, action, suit, proceeding or investigation has been pending or, to the best of the knowledge of the Shareholder or the Company, threatened during the five-year period preceding the date of the Closing and, to the best of the knowledge of the Shareholder and the Company, there is no basis for any such claim, dispute, action, suit, investigation or proceeding. Neither the Company nor the Shareholder has any knowledge of any default under any such action, suit or proceeding. The Company is not in default in respect of any judgment, order, writ, injunction or decree of any court or of any federal, state, municipal or other government department, commission, bureau, agency or instrumentality or any arbitrator.
Litigation; Disputes. 15 3.05 Consents................................................. 15 3.06
Litigation; Disputes. There are no claims, actions, suits, proceedings or investigations by any third party or by governmental, regulatory or administrative authorities of any nature, civil, criminal or regulatory, at law or in equity, by or before any court, arbitrator or governmental or other regulatory or administrative agency, instrumentality or authority which are pending or, to the best knowledge of Epyx and ADL, threatened, by or against or affecting Epyx or the Business.
Litigation; Disputes. As of the date hereof (i) there is no suit, claim, action, proceeding or investigation pending or, to the Company's Knowledge (as defined below), threatened against the Company or any of its subsidiaries or any of their respective properties or assets before any Governmental Entity that individually or in the aggregate would have a Material Adverse Effect; (ii) none of the Company or its subsidiaries nor any property or asset of the Company or any of its subsidiaries is subject to any outstanding order, writ, injunction or decree; and (iii) there is no claim or dispute between the Company and any customer or supplier and, to the Company's knowledge, no basis for any such claim or dispute, that individually or in the aggregate would have a Material Adverse Effect. For purposes of this Agreement, the term "Knowledge" with respect to the Company means the actual knowledge of any of the officers and other employees of the Company identified in Exhibit C hereto.
