Litigation and Compliance with Law Clause Samples
The Litigation and Compliance with Law clause requires parties to adhere to all applicable laws and regulations and to promptly disclose any involvement in legal proceedings that could affect the agreement. In practice, this means each party must ensure their actions under the contract are lawful and must notify the other party if they become subject to lawsuits, investigations, or regulatory actions relevant to the contract. This clause helps maintain transparency, ensures legal compliance, and allows parties to manage risks associated with potential legal issues.
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Litigation and Compliance with Law. (a) There are no actions, suits, arbitrations, controversies or other proceedings or investigations (or, to the best knowledge and belief of management of FNB, any facts or circumstances which reasonably could result in such), including, without limitation, any such action by any governmental or regulatory authority, which currently exist or are ongoing, pending or, to the best knowledge and belief of management of FNB, threatened, contemplated or probable of assertion, against, relating to or otherwise affecting FNB, its subsidiaries or any of their respective properties, assets or employees which, if determined adversely, could result in liability on the part of FNB or its subsidiaries for, or subject FNB or its subsidiary to, material monetary damages, fines or penalties or an injunction, or which could have a Material Adverse Effect on FNB and its subsidiaries or on FNB’s ability to consummate the Merger.
(b) Except for such licenses, permits, orders, authorizations or approvals (“Permits”) the absence of which would not have a Material Adverse Effect on FNB or its subsidiaries, each of FNB and its subsidiaries has all Permits of any federal, state, local or foreign governmental or regulatory body that are material to or necessary for the conduct of its respective business or to own, lease and operate its respective properties. Except as would not have a Material Adverse Effect on FNB and its subsidiaries, all such Permits are in full force and effect and no violations are or have been recorded in respect of any such Permits. No proceeding is pending or, to the best knowledge and belief of management of FNB, threatened or probable of assertion to suspend, cancel, revoke or limit any Permit.
(c) Neither FNB nor any of its subsidiaries is subject to any supervisory agreement, enforcement order, writ, injunction, capital directive, supervisory directive, memorandum of understanding or other similar agreement, order, directive, memorandum or consent of, with or issued by any regulatory or other governmental authority (including, without limitation, the Federal Reserve Board, the FDIC or the OCC) relating to its financial condition, directors or officers, employees, operations, capital, regulatory compliance or otherwise; there are no judgments, orders, stipulations, injunctions, decrees or awards against FNB or its subsidiaries which in any manner limits, restricts, regulates, enjoins or prohibits any present or past business or practice of FNB or its subs...
Litigation and Compliance with Law. (a) There is no (i) material action, suit, claim, proceeding, or investigation pending or, to the best of Corporation’s knowledge, threatened against or affecting Corporation, at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign; (ii) material arbitration proceeding relating to Corporation pending under collective bargaining agreements or otherwise; or (iii) material governmental inquiry pending or, to the best of Corporation’s knowledge, threatened against or affecting Corporation (including, without limitation, any inquiry as to the qualification of Corporation to hold or receive any license or permit), and, to the best of Corporation’s knowledge, there is no reasonable basis for any of the foregoing. Corporation is not in default with respect to any governmental order, writ, judgment, injunction, or decree known to or served upon Corporation of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign. There is no material action or suit by Corporation pending or threatened against others.
(b) Corporation has complied in all respects with all laws, rules, regulations and orders applicable to its business, operations, properties, assets, products, and services, and Corporation has or will acquire all necessary permits, licenses, and other authorizations required to conduct is business as conducted and as proposed to be conducted, except to the extent failure to comply or obtain any such permits, licenses or authorizations will not have a Material Adverse Effect. Without limiting the generality of the foregoing, (i) Corporation is not engaged, nor, to the knowledge of Corporation, has any officer, director, partner, employee, or agent of Corporation engaged, in any act or practice which would constitute a violation of the Foreign Corrupt Practices Act of 1977, or any rules or regulations promulgated thereunder, and (ii) Corporation has not violated in any material respect any applicable statute, law, or regulation relating to environmental or occupational health and safety, and to the best of Corporation’s knowledge, no material expenditures are or will be required to comply with any such existing statute, law, or regulation. There is no existing law, rule, regulation, or order, and Corporation is not aware of any proposed law, rule, regu...
Litigation and Compliance with Law. Except as set forth in Schedule 5.17, there are no claims, actions, suits or proceedings, pending or, to the knowledge of the Companies and the Stockholders, threatened against or affecting any Company, at law or in equity, or before or by any Governmental Authority having jurisdiction over such Company. No written notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by any Company and, to the Stockholders' and the Companies' knowledge, there is no basis therefor. Except to the extent set forth in Schedule 5.17, each Company has conducted and is conducting its business in compliance with all Laws applicable to such Company, its assets or the operation of its business.
Litigation and Compliance with Law. 12.1 No Group Company is involved (whether as plaintiff, defendant or otherwise) in a civil, criminal, arbitration, administrative or other proceeding (other than in relation to the collection of debts arising in the ordinary course of business of the Company). No Group Company has received any notice, writ or summons in relation to any material civil, criminal, arbitration, administrative or other proceeding (other than in relation to the collection of debts arising in the usual course of business).
12.2 No litigation or arbitration, administrative or criminal or other proceedings against any Group Company is pending or threatened (in each case, by reference to correspondence received) and, so far as the Seller is aware, no fact or circumstance exists which would be reasonably likely to give rise to any material civil, criminal, arbitration, administrative or other proceeding involving any Group Company.
12.3 Each Group Company and each of their respective directors has conducted such Group Company's business and dealt with such Group Company's assets in accordance with all Applicable Laws in all material respects.
Litigation and Compliance with Law. There are no claims, actions, suits or proceedings, pending or threatened, against or affecting the Business, at law or in equity, or before or by any governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over Seller. No notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by Seller with respect to the Business, and there is no basis therefor. Seller has conducted for the past five years and does conduct the Business in compliance with all material laws, regulations, writs, injunctions, decrees and orders applicable to the Business.
Litigation and Compliance with Law. 16.1 No member of the Seller’s Group is involved in nor has received a letter of demand threatening any Action (other than in relation to the collection of debts arising in the Ordinary Course) in respect of the EDS Business or with respect to the EDS Entities, and, to the Seller’s Knowledge, there are no facts or circumstances which are reasonably likely to give rise to any such Action (other than in relation to the collection of debts arising in the Ordinary Course).
16.2 Neither the Seller nor any EDS Entity is the subject of any investigation, enquiry or enforcement proceedings by any Governmental Authority in respect of the EDS Business, no such investigations, enquiries, or enforcement proceedings are pending or, to the Seller’s Knowledge, threatened and, to the Seller’s Knowledge, there are no circumstances likely to give rise to any such investigation, enquiry or enforcement proceedings.
16.3 The EDS Business has been carried on in material compliance with all applicable Laws (including data protection laws), which are applicable to the EDS Business in the last 24 months.
16.4 No member of the Seller’s Group has received any written notice from a Governmental Authority which identifies any facts the failure of which to correct would constitute a non-compliance with applicable Law in respect of the ownership or operation of the EDS Assets and/or the EDS Business.
16.5 Each member of the Seller’s Group and each EDS Entity has all material Permits necessary for the conduct of the EDS Business as presently conducted, and none of the EDS Entities is in default under any material Permit in relation to the EDS Business, in each case, except as would not, individually or in the aggregate, be material to the EDS Business, taken as a whole. There are no Actions pending, or to the Seller’s Knowledge, threatened or reasonably expected to be asserted, relating to the suspension, revocation or modification of any material Permit necessary for the conduct of the EDS Business in each case, except as would not, individually or in the aggregate, be material to the EDS Business, taken as a whole.
Litigation and Compliance with Law. 18.1 There is no civil, criminal, arbitration, administrative or other proceeding to which a Group Company is a party (either as plaintiff or defendant) that is currently ongoing, pending or, to the knowledge of the Warrantors, threatened.
18.2 Each Group Company has conducted its business in all material respects in accordance with all Applicable Laws (including all applicable anti-bribery and/or anti-corruption laws) and any terms and conditions set out in its material Permits (including its business licence, if applicable).
18.3 During the three (3) years prior to the date on which this Warrantors’ Warranty is given, no Group Company has received any notice regarding any investigation disciplinary proceeding by any Government Authorities.
Litigation and Compliance with Law. Nothing in this Warranty concerns any matters concerned with any Intellectual Property. For the purposes of this paragraph 12:
Litigation and Compliance with Law. There are no claims, actions, suits or proceedings, pending or threatened, against or affecting Purchaser, at law or in equity, or before or by any governmental department, commission, board, bureau, agency or instrumentality having jurisdiction over Purchaser. No notice of any claim, action, suit or proceeding, whether pending or threatened, has been received by Purchaser, and there is no basis therefor.
Litigation and Compliance with Law. There is no:
(i) material action, suit, claim, proceeding, arbitration, complaint, charge, or investigation pending or, to the Company’s knowledge, threatened (A) against or affecting the Company, or any officer, director, or key employee of the Company at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign; (B) that questions the validity of the Transaction Documents or the right of the Company to enter into them, or to consummate the transactions contemplated by the Transaction Documents; or (C) to the Company’s knowledge, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;
(ii) material arbitration proceeding relating to the Company or any officer, director, or key employee of the Company pending under collective bargaining agreements or otherwise; or
(iii) material governmental inquiry pending or, to the Company’s knowledge, threatened against or affecting the Company or any officer, director, or key employee of the Company (including, without limitation, any inquiry as to the qualification of the Company to hold or receive any license or permit), and, to the Company’s knowledge, there is no reasonable basis for any of the foregoing.
(b) The Company is not in default with respect to any governmental order, writ, judgment, injunction, or decree known to or served upon the Company of any court or of any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign. There is no material action or suit by the Company pending or threatened against others.
(c) The Company is not in violation or default (i) of any provisions of its Certificate or Bylaws, (ii) of any instrument, judgment, order, writ, or decree, (iii) under any note, indenture, or mortgage, or (iv) under any lease, agreement, contract, or purchase order to which it is a party or by which it is bound that is required to be listed on the schedules attached hereto, or (v) of any provision of federal or state statute, rule, or regulation applicable to the Company, the violation of which (in each case for (i) - (v)) would have, individually or in the aggregate, a Material Adverse Effect.
(d) There is no action, suit, proceeding, or investigation by the Company pending or which the Company intends to initiate.