Common use of Litigation; Observance of Agreements, Statutes and Orders Clause in Contracts

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent Company, threatened against or affecting the Parent Guarantor or any Subsidiary or any property of the Parent Guarantor or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Neither the Parent Guarantor nor any Subsidiary is (1) in default under any agreement or instrument to which it is a party or by which it is bound, (2) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Sources: Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.), Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.), Note and Guarantee Agreement (Sunstone Hotel Investors, Inc.)

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent Company, threatened against or affecting the Parent Guarantor or any Subsidiary or any property of the Parent Guarantor or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Neither the Parent Guarantor Constituent Company nor any Subsidiary is (1) in default under any agreement or instrument to which it is a party or by which it is bound, (2) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Sources: Note and Guaranty Agreement (Americold Realty Trust), Note and Guaranty Agreement (Americold Realty Trust), Note and Guaranty Agreement (Americold Realty Trust)

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent Companyany Obligor, threatened against or affecting the Parent Guarantor any Obligor or any Subsidiary or any property of the Parent Guarantor any Obligor or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that couldthat, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (b) Neither the Parent Guarantor No Obligor nor any Subsidiary is (1i) in default under any term of any agreement or instrument to which it is a party or by which it is bound, (2ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3iii) is in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16)) of any Governmental Authority, which default or violation couldviolation, individually or in the aggregate, based on the facts known to the Company, could reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Sources: Letter of Credit and Cash Draw Agreement (UTi WORLDWIDE INC), Letter of Credit Agreement (UTi WORLDWIDE INC)

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent the Company, threatened against or affecting the Parent Guarantor Company or any Restricted Subsidiary or any property of the Parent Guarantor Company or any Restricted Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Neither the Parent Guarantor Company nor any Restricted Subsidiary is (1i) in default under any agreement or instrument to which it is a party or by which it is bound, (2ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Sources: Note Purchase and Private Shelf Agreement (MSC Industrial Direct Co Inc), Private Shelf Agreement (MSC Industrial Direct Co Inc)

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent Companythe Company or any of its Subsidiaries, threatened against or affecting the Parent Guarantor Company or any Subsidiary or any property properties or rights of the Parent Guarantor Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that couldthat, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (b) Neither the Parent Guarantor Company nor any Subsidiary is (1i) in default under any term of any agreement or instrument to which it is a party or by which it is bound, (2ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.165.17), which default or violation couldviolation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Sources: Note Purchase Agreement (CHS Inc), Note Purchase Agreement (CHS Inc)

Litigation; Observance of Agreements, Statutes and Orders. (a) There Except as disclosed in Schedule 5.8, there are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent the Company, threatened against or affecting the Parent Guarantor Company or any Subsidiary or any property of the Parent Guarantor Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that couldthat, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (b) Neither the Parent Guarantor Company nor any Subsidiary is (1) in default under any term of any agreement or instrument to which it is a party or by which it is bound, (2) in violation of or any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3) is in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including without limitation Environmental Laws, the USA PATRIOT Patriot Act or any of the other laws and regulations that are referred to in Section 5.16)) of any Governmental Authority, which default or violation couldviolation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Sources: Note Purchase Agreement (Alliance Holdings GP, L.P.), Note Purchase Agreement (Alliance Resource Partners Lp)

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent Parent or the Company, threatened against or affecting the Parent Guarantor Parent, Company or any Subsidiary or any property of the Parent Guarantor Parent, Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Neither the Parent Guarantor Parent, Company nor any Subsidiary is (1i) in default under any agreement or instrument to which it is a party or by which it is bound, (2ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Note Purchase Agreement (Excel Trust, L.P.)

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent Companyany Obligor, threatened against or affecting the Parent Guarantor any Obligor or any Subsidiary or any property of the Parent Guarantor any Obligor or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Neither the Parent Guarantor No Obligor nor any Subsidiary is (1i) in default under any agreement or instrument to which it is a party or by which it is bound, (2ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Note Purchase and Guarantee Agreement (Gramercy Property Trust)

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent Companyany Obligor, threatened against or affecting the Parent Guarantor any Obligor or any Subsidiary or any property of the Parent Guarantor any Obligor or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Neither the Parent Guarantor nor any Subsidiary is (1i) in default under any agreement or instrument to which it is a party or by which it is bound, (2ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Note Purchase and Guaranty Agreement (Sachem Capital Corp.)

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent the Company, threatened against or affecting the Parent Guarantor Company or any Subsidiary or any property of the Parent Guarantor Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. Roanoke Gas Company Note Purchase Agreement (b) Neither the Parent Guarantor Company nor any Subsidiary is (1i) in default under any agreement or instrument to which it is a party or by which it is bound, (2ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Note Purchase Agreement (RGC Resources Inc)

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent the Company, threatened against or affecting the Parent Guarantor Parent, the Company or any Subsidiary or any property of the Parent Guarantor Parent, the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Neither the Parent Guarantor Parent, the Company nor any Subsidiary is (1) in default under any agreement or instrument to which it is a party or by which it is bound, (2) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Note Purchase Agreement (Kite Realty Group, L.P.)

Litigation; Observance of Agreements, Statutes and Orders. (a) There Except as disclosed in Schedule 5.8, there are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent the Company, threatened against or affecting the Parent Guarantor Company or any Subsidiary or any property of the Parent Guarantor Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Neither the Parent Guarantor Company nor any Subsidiary is (1i) in default under any agreement or instrument to which it is a party or by which it is bound, (2ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including without limitation Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16)) of any Governmental Authority, which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Note and Guarantee Agreement (FirstService Corp)

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent the Company, threatened against or affecting the Parent Guarantor Company or any Subsidiary or any property of the Parent Guarantor Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that that, so far as the Company can now reasonably foresee, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Neither the Parent Guarantor Company nor any Subsidiary is (1) in default under any agreement or instrument to which it is a party or by which it is bound, (2) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Note Purchase Agreement (Barnes Group Inc)

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent the Company, threatened against or affecting the Parent Guarantor Company or any Subsidiary or any property of the Parent Guarantor Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that couldthat, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.. Sensient Technologies Corporation Note Purchase Agreement (b) Neither the Parent Guarantor Company nor any Subsidiary is (1i) in default under any agreement or instrument to which it is a party or by which it is bound, (2ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation couldviolation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Note Purchase Agreement (Sensient Technologies Corp)

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent Companyany Obligor, threatened against or affecting the Parent Guarantor any Obligor or any Subsidiary or any property of the Parent Guarantor any Obligor or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that couldthat, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (b) Neither the Parent Guarantor No Obligor nor any Subsidiary is (1i) in default under any term of any agreement or instrument to which it is a party or by which it is bound, (2ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3iii) is in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16)) of any Governmental Authority, which default or violation couldviolation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Note Purchase Agreement (UTi WORLDWIDE INC)

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge Knowledge of either Constituent the Company, threatened against or affecting the Parent Guarantor Company or any Significant Subsidiary or any property of the Parent Guarantor Company or any Significant Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that couldthat, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (b) Neither the Parent Guarantor Company nor any Significant Subsidiary is (1) in default under any term of any agreement or instrument to which it is a party or by which it is bound, (2) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including including, without limitation, Environmental Laws, ERISA, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16)) of any Governmental Authority, which default or violation couldviolation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Note Purchase Agreement (Hawaiian Electric Industries Inc)

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations suits or proceedings pending or, to the best knowledge of either Constituent Companythe Guarantor, threatened against or affecting the Parent Guarantor or any Subsidiary or any property of the Parent Guarantor or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.; and (b) Neither the Parent Guarantor nor any Subsidiary is (1i) in default under any agreement or instrument to which it is a party or by which it is bound, (2ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority Authority, or (3iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Private Shelf Agreement (Schneider National, Inc.)

Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the best knowledge of either Constituent the Company, threatened against or affecting the Parent Guarantor any Obligor or any other Subsidiary or any property Property of the Parent Guarantor any Obligor or any other Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Neither the Parent Guarantor nor No Obligor or any other Subsidiary is (1i) in default under any agreement or instrument to which it is a party or by which it is bound, (2ii) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (3iii) in violation of any applicable lawLegal Requirement (including, ordinancewithout limitation, rule or regulation of any Governmental Authority (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Sources: Note Purchase Agreement (Eastgroup Properties Inc)