Liabilities; Litigation Sample Clauses

Liabilities; Litigation. 16 Section 5.7

Liabilities; Litigation. (1) All financial data of the Borrowers including, without limitation, the statements of cash flow and income and operating expense, that have been delivered by or with respect to any Borrower, any Borrower Party or any Individual Property (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Borrowers, the Borrower Parties and Properties, as applicable, as of the date of such reports, and (iii) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Other than the Loans, no Borrower has any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to any Borrower and reasonably likely to have a materially adverse effect on the Properties or the operation thereof as hotels, except as referred to or reflected in said financial statements. Since the date of the financial statements, there has been no materially adverse change in the financial condition, operations or business of any Borrower, any Borrower Party or any Property from that set forth in said financial statements. There is no litigation, administrative proceeding, investigation or other legal action (including any proceeding under any state or federal bankruptcy or insolvency law) pending or, to the knowledge of any Borrower, threatened, against the Properties, any Borrower or any Borrower Party which if adversely determined could have a material adverse effect on such party, the Properties or the Loans. (2) Neither any Borrower nor any Borrower Party is contemplating either the filing of a petition by it under state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property, and neither any Borrower nor any Borrower Party has knowledge of any Person contemplating the filing of any such petition against it.

Liabilities; Litigation. (a) The financial statements last delivered by Borrower and each Borrower Party are true and correct with no significant change since the date of preparation. Except as disclosed in such financial statements, there are no liabilities (fixed or contingent) affecting the Projects, Borrower or any Borrower Party. Except as disclosed in such financial statements, there is no litigation, administrative proceeding, investigation or other legal action (including any proceeding under any state or federal bankruptcy or insolvency law) pending or, to the knowledge of Borrower, threatened, against the Projects, Borrower or any Borrower Party which if adversely determined could have a material adverse effect on such party, a Project or the Loan. (b) Neither Borrower nor any Borrower Party is contemplating either the filing of a petition by it under state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property, and neither Borrower nor any Borrower Party has knowledge of any Person contemplating the filing of any such petition against it.

Liabilities; Litigation. (a) Except as disclosed in the financial statements provided to Lender or on Schedule 6.3 attached hereto and made a part hereof, there are no liabilities (fixed or contingent) affecting the Project, Borrower or any Borrower Party. Except as disclosed in the financial statements provided to Lender or on Schedule 6.3 attached hereto and made a part hereof, there is no litigation, administrative proceeding, investigation or other legal action (including any proceeding under any Creditors’ Rights Law) pending or, to the knowledge of Borrower after due inquiry, threatened, against the Project, Borrower or any Borrower Party. (b) Neither Borrower nor any Borrower Party is contemplating either the filing of a petition by it under any Creditors’ Rights Law or the liquidation of all or a major portion of its assets or property, and neither Borrower nor any Borrower Party has knowledge of any Person contemplating the filing of any such petition against it.

Liabilities; Litigation. Except for liabilities incurred in the normal course of business, none of the Borrowers nor any of their respective Subsidiaries has any material (individually or in the aggregate) liabilities, direct or contingent, except as disclosed or referred to in the financial statements referred to in Section 4.1(j) above or with respect to the Obligations. As of the Agreement Date, except as described on Schedule 4.1(m) and Schedule 4.1(x) attached hereto, there is no litigation, legal or administrative proceeding, investigation, or other similar action of any nature pending or, to the knowledge of any Borrower, threatened against or affecting any Borrower or any Subsidiary of any Borrower or any of their respective properties which could reasonably be expected to result in any judgment against or liability of such Borrower or such Subsidiary in excess of $100,000, or the loss of any certification or license material to the operation of any Borrower's business. None of such litigation disclosed on Schedule 4.1(m) and Schedule 4.1(x), individually or collectively, could reasonably be expected to have a Materially Adverse Effect. None of the Borrowers knows of any unusual or unduly burdensome restriction, restraint, or hazard relative to the business or properties of any Borrower or any Subsidiary of any Borrower that is not customary for or generally applicable to similarly situated businesses in the same industry as such Borrower or such Subsidiary.

Liabilities; Litigation. (1) The financial statements delivered by Borrower and each Borrower Party are true and correct in all material respects with no significant change since the date of preparation. Except as disclosed in such financial statements, there are no liabilities (fixed or contingent) affecting the Project, Borrower or any Borrower Party that would reasonably be expected to have an adverse effect on Borrower’s ability to fulfill its obligations hereunder. Except as disclosed in such financial statements or otherwise to Administrative Agent, there is no litigation, administrative proceeding, investigation or other legal action (including any proceeding under any state or federal bankruptcy or insolvency law) pending or, to the knowledge of Borrower, threatened, against the Project, Borrower or any Borrower Party which if adversely determined could have a material adverse effect on such party, the Project or the Loans. (2) Neither Borrower nor any Borrower Party is contemplating either the filing of a petition by it under state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property, and neither Borrower nor any Borrower Party has knowledge of any Person contemplating the filing of any such petition against it.

Liabilities; Litigation. Assignor has no liabilities known or unknown, fixed or contingent, including contractual liabilities, other than the Assumed Liabilities. There is no pending or threatened action or proceeding affecting the Assets or the Business before any court, governmental agency or arbitrator, which may materially adversely affect the Assets or the Business or which could affect the legality, validity or enforceability of this Agreement.

Liabilities; Litigation. (a) To Borrower's knowledge, the financial statements delivered by Borrower and each Borrower Party are true and correct in all material respects with no significant change since the date of preparation. Except as disclosed in such financial statements, there are no liabilities (fixed or contingent) affecting the Project, Borrower or any Borrower Party. Except as disclosed in such financial statements or otherwise disclosed in writing to Lender, there is no litigation, administrative proceeding, investigation or other legal action (including any proceeding under any state or federal bankruptcy or insolvency law) pending or, to the knowledge of Borrower, threatened, against the Project, Borrower or any Borrower Party which if adversely determined could have a material adverse effect on such party, the Project or the Loan. (b) Neither Borrower nor any Borrower Party is contemplating either the filing of a petition by it under state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property, and neither Borrower nor any Borrower Party has knowledge of any Person contemplating the filing of any such petition against it.

Liabilities; Litigation. 53 Section 8.5