Absence of Actions. No action or proceeding shall have been brought or threatened before any court or administrative agency to prevent the consummation or to seek damages in a material amount by reason of the transactions contemplated hereby, and no governmental authority shall have asserted that the within transactions (or any other pending transaction involving Buyer or the Company when considered in light of the effect of the within transactions) shall constitute a violation of law or give rise to material liability on the part of the Company or the Buyer.
Absence of Actions. No action or proceeding shall have been brought or threatened before any court or administrative agency to prevent the consummation or to seek damages in a material amount by reason of the transactions contemplated hereby, and no governmental authority shall have asserted that the within transactions (or any other pending transaction involving Parent, any of its subsidiaries, the Shareholders or the Company when considered in light of the effect of the within transactions) shall constitute a violation of law or give rise to material liability on the part of the Shareholders, the Company or Parent or its subsidiaries.
Absence of Actions. To its Knowledge, it is not a party to or object of any litigation, suit, legal claim, action, proceeding, judgment, settlement, or investigation (an “Action”) pending or threatened against it, or any of its Affiliates, or any of its properties or assets, before any governmental authority or Regulatory Authority that might reasonably be expected to have a material adverse effect on its ability to diligently and completely fulfill its obligations hereunder. A material breach of or inaccuracy in this Section 10.1(e) with respect to a Party shall constitute a material breach of this Agreement by such Party pursuant to Section 9.2.3.
Absence of Actions. There is no Action pending or, to the knowledge of the Buyer, threatened in writing against the Buyer or any of its Affiliates which, if adversely determined, would reasonably be expected to have a Buyer Material Adverse Effect. Neither the Buyer nor any of its Affiliates is a party to or subject to, or in default under, any Order that would reasonably be expected to have a Buyer Material Adverse Effect.
Absence of Actions. No action or proceeding shall have been brought or threatened before any court or administrative agency to prevent the consummation or to seek damages in a material amount by reason of the transactions contemplated hereby, and no governmental authority shall have asserted that the within transactions (or any other pending transaction involving MSSI, any of its subsidiaries, including the Purchaser, the Members or the Company when considered in light of the effect of the within transactions) shall constitute a violation of law or give rise to material liability on the part of the Members, the Company or MSSI or its subsidiaries, including the Purchaser.
Absence of Actions. There is no pending or threatened action or proceeding against or affecting Xxxxxxx Farms or the Borrower before any court, governmental agency, arbitrator, or otherwise which may, in one case or in the aggregate, materially adversely affect the validity or enforceability of the Mortgage, or the priority of the lien thereof, or any Collateral, or the financial condition, operations, properties, or business of Xxxxxxx Farms or the Borrower, or which would prevent or impair Xxxxxxx Farms or the Borrower from complying with or performing any of the provisions of this Agreement or the Documents. Neither Xxxxxxx Farms nor the Borrower is in default with respect to any judgment, decision, order, writ, injunction, decree, or demand of any court or any governmental authority.
Absence of Actions. Except as set forth in Section 3.6 of the Disclosure Schedule, there is no pending or threatened action or proceeding against or affecting the Borrower before any court, governmental agency, arbitrator, or otherwise that may, in one case or in the aggregate: materially adversely affect the validity or enforceability of the Loan Documents, the priority of any lien on the Collateral securing the Borrower’s obligations under the Loan Documents, or the financial condition, operations, properties or business of the Borrower; or prevent or impair the Borrower from complying with or performing any of the provisions of this Agreement or the other Loan Documents. The Borrower is not in default with respect to any judgment, decision, order, writ, injunction, decree, or demand of any court or any governmental authority or under the terms of any contract or agreement to which it is a party or otherwise bound.
Absence of Actions. There is no pending or threatened action or proceeding against or affecting the Borrower before any court, governmental agency, arbitrator, or otherwise which may, in one case or in the aggregate, materially adversely affect the validity or enforceability of this Agreement, or the priority of the lien thereof, or the financial condition, operations, properties, or business of the Borrower or, which would prevent or impair the Borrower from complying with or performing any of the provisions of this Agreement or the other Loan Documents. The Borrower is not in default with respect to any statute, rule, judgment, decision, order, writ, injunction, decree, or demand of any court or any governmental authority.
Absence of Actions. No action or proceeding shall have been brought or threatened before any court or administrative agency to prevent the consummation or to seek damages in a material amount by reason of the -33- transactions contemplated hereby, and no governmental authority shall have asserted that the within transactions (or any other pending transaction involving USWA, Gooden or A1 when considered xx xxght of the effect of the within transactions) shall constitute a violation of law or give rise to material liability on the part of USWA, Gooden or A1.
Absence of Actions. Such Shareholder does not have any present Action against the Company and does not have knowledge of any basis for any Action in the future by such Shareholder against the Company or any of its Subsidiaries, whether contingent or unconditional, fixed or variable, under any Contract or on any other legal basis whatsoever other than (a) accrued and unpaid salary or compensation if such Shareholder is an employee of the Company or any of its Subsidiaries and (b) claims for any losses or Liabilities that he or she may sustain or incur in the execution of his or her duties, if any, as a director or officer of the Company or any of its Subsidiaries or otherwise in relation thereto that would be covered by any indemnification provisions of the Company’s articles of association.
