Litigation and Regulatory Matters. During and after the Term, the Employee will reasonably cooperate with Live Nation in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of Live Nation which relate to events or occurrences that transpired while the Employee was employed by Live Nation. The Employee’s cooperation in connection with such claims or actions shall include, without limitation, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of Live Nation at mutually convenient times. During and after the Employee’s employment, the Employee also shall cooperate fully with Live Nation in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Employee was employed by Live Nation. If any such cooperation occurs after the Employee’s termination of employment with Live Nation, then Live Nation shall reimburse the Employee for all reasonable costs and expenses incurred in connection with the Employee’s performance under this Section 10.
Litigation and Regulatory Matters. The Borrower shall provide the Administrative Agent:
Litigation and Regulatory Matters. Schedule 5.6 of the FDB Book of Schedules sets forth a list of all actions, suits or proceedings pending as of the date hereof in which FDB or any FDB Subsidiary is a named party, other than collection or foreclosure actions brought by FDB or any FDB Subsidiary in the ordinary course of business and where no counterclaim has been filed against FDB or such FDB Subsidiary. Except as set forth on Schedule 5.6 of the FDB Book of Schedules, there is no action, suit, proceeding, claim or formal written protest by any Person or agency, or any investigation or report by any regulatory authority having jurisdiction over FDB or any FDB Subsidiary or any of its respective assets or businesses which is pending or, to FDB's knowledge, threatened against FDB or any FDB Subsidiary, or any of its respective officers or directors in their capacities as such, or its assets, business or goodwill which would reasonably be expected to have a Material Adverse Effect on FDB or which would impair FDB's ability to consummate the Merger. FDB further represents and warrants that except as set forth on Schedule 5.6 of the FDB Book of Schedules, it does not know or have any reason to believe that there is any basis for assertion against it or any FDB Subsidiary of any material claims based upon the wrongful action or inaction of either FDB or any FDB Subsidiary, and any of their respective officers, directors or employees which would reasonably be expected to have a Material Adverse Effect on FDB or which would impair FDB's ability to consummate the Merger. Neither FDB nor any FDB Subsidiary is subject to, or in default with respect to, nor are any of its assets subject to, any outstanding judgment, regulatory agreement, injunction, writ, order or decree or any other requirement of any governmental body or court or of any governmental agency or instrumentality which would reasonably be expected to have a Material Adverse Effect on FDB or which would impair FDB's ability to consummate the Merger.
Litigation and Regulatory Matters. Schedule 3.5 of the Cottage Grove Book of Schedules sets forth a list of all actions, suits, agreements with Regulatory Authorities or legal or administrative proceedings pending or existing as of the date hereof in or to which the Bank is a named party or is subject. Except as set forth on Schedule 3.5 of the Cottage Grove Book of Schedules, there is no action, suit, proceeding, claim or formal written protest by any Person or agency, or any investigation, report or agreement by or with any regulatory authority having jurisdiction over Seller or the Bank or any of their respective assets or businesses which exists or is pending or, to Seller's knowledge, threatened against Seller or the Bank, or any of the Bank's officers or directors in their capacities as such, or its assets, business or goodwill which would reasonably be expected to have a material adverse effect on the financial condition, assets or business of the Bank or which would impair Seller's ability to consummate the Acquisition. Seller further represents and warrants that except as set forth on Schedule 3.5 of the Cottage Grove Book of Schedules, Seller does not know or have any reason to believe that there is any basis for assertion against the Bank of any material claims based upon the wrongful action or inaction of any of its officers, directors or employees which would reasonably be expected to have a material adverse effect on the financial condition, assets or business of the Bank or which would impair Seller's ability to consummate the Acquisition. The Bank is not subject to, or in default with respect to, nor are any of its assets subject to, any outstanding judgment, regulatory agreement, injunction, writ, order or decree or any other requirement of any governmental body or court or of any governmental agency or instrumentality which would reasonably be expected to have a material adverse effect on the financial condition, assets or business of the Bank.
Litigation and Regulatory Matters. Notwithstanding the foregoing, following a termination of Executive’s employment, Executive shall make himself reasonably available to the Company to assist in any litigation or potential litigation matter or any investigation or review of any federal, state or local regulatory authority that relates to events or occurrences that transpired while Executive was employed by the Company. If Executive is called upon to assist the Company pursuant to his obligations under this section, the Company shall compensate Executive at the rate of his per diem Base Salary with the Company that was in effect immediately prior to his termination of employment and shall reimburse his out-of-pocket expenses.
Litigation and Regulatory Matters. 4.1 Save as disclosed in the Data Room, neither the Company nor the Irish Company is engaged in any litigation or arbitration or similar proceedings including, for the avoidance of doubt, any industrial or trade dispute which individually or collectively are regarded or ought reasonably to be regarded by the Seller as likely to have a material adverse effect on the financial position of the Company or the Irish Company (as appropriate). To the knowledge of the Seller, no such proceedings have been threatened in writing against the Company or the Irish Company.
Litigation and Regulatory Matters. Promptly after any Responsible Officer of any Group Member having actual knowledge of the same, the Borrower shall give the Administrative Agent notice of any litigation, investigation or other proceeding commenced or threatened in writing against any Group Member 72 Credit Agreement FA Sub 3 Limited (including a warning notice from the FSA or any other such material proceeding commenced or threatened in writing by the SEC, the FSA or any other financial services regulatory authority) that, if adversely determined, could be reasonably expected to have a Material Adverse Effect.
Litigation and Regulatory Matters. As of the date of this Agreement, there is no action, suit, proceeding, claim or formal written protest by any Person or agency, or any investigation or report by a governmental agency or authority pending, or to Buyer's knowledge, threatened against Buyer or any of its Subsidiaries that challenges the validity or propriety of the transactions contemplated by this Agreement, or with respect to any actual or alleged violations of any statute, ordinance, regulation, rule or the rights of any Person, entity or organization that would reasonably be expected to have a material adverse effect on the consolidated financial condition, assets or business of Buyer and its Subsidiaries. Neither Buyer nor any of its Subsidiaries is subject to, or in default with respect to, nor are any of its or their assets subject to, any outstanding judgment, injunction, order or decree or any other requirement of any governmental body or court or of any governmental agency or instrumentality which would reasonably be expected to have a material adverse effect on the consolidated financial condition, assets or business of Buyer and its Subsidiaries.
Litigation and Regulatory Matters. We are a party to various litigation and regulatory matters, investigations, and proceedings. Some of the more frequent routine litigations incidental to our business are based on burial practices claims and employment-related matters, including discrimination, harassment, and wage and hour laws and regulations. For each of our outstanding legal matters, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies, and the likelihood of an unfavorable outcome. We intend to vigorously defend ourselves in the matters described herein; however, if we determine that an unfavorable outcome is probable and can be reasonably estimated, we establish the necessary accruals. We hold certain insurance policies that may reduce cash outflows with respect to an adverse outcome of certain of these matters. We accrue such insurance recoveries when they become probable of being paid and can be reasonably estimated.
Litigation and Regulatory Matters. Except as described in the Company SEC Reports filed prior to the date hereof or as set forth on the Company Disclosure Schedule, there is no action, suit or proceeding, claim, arbitration or investigation against the Company or any of its Subsidiaries pending or as to which the Company or any of its Subsidiaries has received any written notice of assertion, which, individually or in the aggregate, is reasonably likely to cause a Material Adverse Change or a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement.
