Litigation; Governmental Orders Clause Samples
The 'Litigation; Governmental Orders' clause establishes the parties' obligations regarding ongoing or potential legal proceedings and compliance with governmental directives. Typically, this clause requires each party to disclose any current or threatened lawsuits, investigations, or orders from government authorities that could impact the agreement or the parties' ability to fulfill their obligations. For example, a party might need to notify the other if it becomes subject to a regulatory investigation or court injunction. The core function of this clause is to ensure transparency and manage risk by keeping all parties informed of legal or regulatory issues that could affect the contractual relationship.
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Litigation; Governmental Orders. (a) Other than as set forth in Section 3.9(a) of the Seller Disclosure Schedule, there is no Action pending or, to the Knowledge of Seller, threatened in writing against (i) any Acquired Company or its business or any of its properties or assets (other than ordinary course litigation in connection with Insurance Contracts) which would, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or (ii) Seller or any of its Affiliates (other than the Acquired Companies) or any of their respective properties or assets, in each case, solely to the extent related to the business of the Acquired Companies, which would, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.
(b) None of the Acquired Companies is a party or subject to any Governmental Order applicable to that Acquired Company, its business or any of its properties or assets other than those that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect and other than any Governmental Order that is generally applicable to all Persons in businesses similar to that of the Acquired Companies.
Litigation; Governmental Orders. There are no Actions pending or, to Buyer’s Knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement.
Litigation; Governmental Orders. (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Seller’s knowledge, threatened against or by the Company, Seller, or any Affiliate of Seller: (i) relating to or affecting the Company or any of the Company’s properties or assets; or (ii) that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.
(b) There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company or any of its properties or assets.
Litigation; Governmental Orders. There are no actions, suits or proceedings pending or, to the knowledge of the Operating Partnership, threatened against the Operating Partnership or any of its properties in any court or before any arbitrator or Governmental Body, except for those actions, suits or proceedings an adverse decision with respect to which would not have a Material Adverse Effect. The Operating Partnership is not, and the consummation of the transactions contemplated by this Agreement and the performance of the terms and provisions of the Transaction Documents and the New Notes will not cause the Operating Partnership to be, (i) in default under any Order of any court, arbitrator or Governmental Body, (ii) subject to any Order of any court or Governmental Body or (iii) in violation of any statute or other rule or regulation of any Governmental Body, the violation of which would have a Material Adverse Effect. As used in this Agreement, the term "Governmental Body" includes any applicable federal, state, county, city, municipal or other governmental department, commission, board, bureau, agency, authority or instrumentality, whether domestic or foreign; and the term "Order" includes any order, writ, injunction, decree, judgment, award, determination or written direction or demand.
Litigation; Governmental Orders. Except as disclosed, during the past five years there have been no Actions pending, or threatened against the Company and there are no facts making the commencement of any such Action reasonably likely. The Company (i) is not the subject of any judgment, decree, injunction or Government Order and (ii) plans to initiate any Action.
Litigation; Governmental Orders. (a) There are no material Actions by or against Discovery or any Affiliate thereof and relating to or affecting any of the FoundryCo Assets or the Transferred FoundryCo Subsidiaries pending before any Governmental Authority (or, to the knowledge of Discovery, threatened to be brought by or before any Governmental Authority).
(b) There are no material Governmental Orders applicable to Discovery, any of its Subsidiaries, or any of their respective properties or assets, relating to the FoundryCo Assets and the Transferred FoundryCo Subsidiaries (nor, to the knowledge of Discovery, are there any such Governmental Orders threatened to be imposed by any Governmental Authority).
(c) None of the matters set forth in Section 4.10(a) or 4.10(b) of the Disclosure Schedule, individually or in the aggregate, has had or is reasonably likely to have a FoundryCo Material Adverse Effect or has had or is reasonably likely to have a material adverse effect upon the ability of Discovery or its Subsidiaries to enter into and perform their respective obligations under this Agreement or any Ancillary Agreement, or that is reasonably likely to materially and adversely affect the legality, validity or enforceability of this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.
Litigation; Governmental Orders. (a) Except as disclosed on Section 2.13(a)-1 of the Disclosure Schedules, there is no Action pending or threatened in writing, or, to the Knowledge of Seller, otherwise, against Seller, the Business, or any Business Employee or any manager, director or officer of Seller (in their capacity as such). Except as disclosed on 2.13(a)-2 of the Disclosure Schedules, there is no Action which the Business presently intends to initiate. Except as described on Section 2.13(a)-3 of the Disclosure Schedules, no Seller Party is subject to any arbitration proceedings under collective bargaining agreements related to the Business.
(b) Except as disclosed on Section 2.13(b) of the Disclosure Schedules, no Order by a Governmental Authority is, or in the last three (3) years has been, issued or, to the Knowledge of Seller, is threatened which is applicable to the Business or the Purchased Assets, nor any unsatisfied judgments or awards against, relating to or affecting the Business or the Purchased Assets.
Litigation; Governmental Orders. (a) As of the date hereof, except as set forth in Section 3.10(a) of the Seller Disclosure Schedules, there is no Action by or against the Seller with respect to the TS Business or against the Companies or any of their Subsidiaries pending, or, to the Knowledge of the Seller, threatened, in which the liability of the TS Business is alleged to be in excess of $100,000, that seeks to impose any injunction or equitable relief on the TS Business or that would affect the legality, validity or enforceability of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.
(b) Section 3.10(b) of the Seller Disclosure Schedules sets forth a correct and complete list, as of the date hereof, of all outstanding material Orders applicable to the TS Business. The TS Business is in compliance with the terms of each such outstanding Order.
Litigation; Governmental Orders. (a) Except as set forth in Schedule 4.13 hereto, there are no pending or, to the Knowledge of the Seller, threatened material Actions by any Person or Governmental Authority against or relating to the Seller with respect to the Business or to which any of the Purchased Assets being sold by it are subject.
(b) The Seller is not subject to or bound by any Governmental Order other than those which would not reasonably be expected to have a Material Adverse Effect.
Litigation; Governmental Orders. Except as disclosed on Schedule 7.22, there is no Action to which Spectrum or an Affiliate is a party (either as plaintiff or defendant) or to which the Acquired Assets are subject pending, or to Spectrum’s Knowledge, threatened, in each case with respect to the Licensed Business or the Licensed Products in the Licensed Territory. Except as disclosed on Schedule 7.22, no Governmental Order has been issued and remains in force which is applicable to the Licensed Business or any Acquired Asset in the Licensed Territory.