Material Claims Sample Clauses
Material Claims. There is no litigation, claim, lawsuit, investigation, action or other proceeding pending or, to the knowledge of Credit Parties, threatened before any court, agency, arbitrator or other tribunal which individually or in the aggregate might result in any material adverse change in the financial condition, operations, businesses or prospects of Credit Parties.
Material Claims. Except as set forth in Schedule 5.8, there is no litigation, suit, action, proceeding or claim pending or, to the knowledge of Seller, proposed or threatened against the Company or the Subsidiary that (a) affects the Company, the Subsidiary or the Assets and could, individually or in the aggregate, if pursued or resulting in a judgment against the Company or the Subsidiary, reasonably be expected to have a Material Adverse Effect, or (b) seeks restraint, prohibition, or other injunctive relief in connection with this Agreement or the consummation of the transactions contemplated hereby. Except as set forth in Schedule 5.8, there is no judgment, decree, injunction, order, determination, award, finding or letter of deficiency of any Governmental Authority or arbitrator outstanding with respect to the Agreement or against the Company, the Subsidiary or, to the knowledge of Seller, any of the Assets, except in each case that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Material Claims. Except as set forth in Schedule 5.8, there is no litigation, suit, action, proceeding or claim pending or, to the knowledge of Shareholders or Shareholders’ counsel, any basis therefore or threat thereof against the Companies or Subsidiaries that would be reasonably expected to result in a Material Adverse Effect on the Company, Subsidiaries or Assets. Except as set forth in Schedule 5.8, there is no judgment, decree, injunction, order, determination, award, finding or letter of deficiency of any Governmental Authority or arbitrator outstanding with respect to the Agreement or against the Companies or Subsidiaries or any of the Assets, except for existing tariffs issued by the PUCO.
Material Claims. (a) For purposes of this Agreement, “Material Claim” means, in respect of any single incorrect or inaccurate representation or warranty made by Vendor in this Agreement or any single breach of any single covenant, that there has occurred or there could reasonably be expected to occur, as a result thereof, Losses to Purchaser or the Purchased Entities in excess of U.S.$1,000,000. For purposes of determining whether any single incorrect or inaccurate representation or warranty or any single breach of any single covenant is a Material Claim, Purchaser may aggregate individual Claims, Liabilities or Losses if such Claims, Liabilities or Losses arise out of the same incident, including any single incident, the Loss in respect of which continues over a period of time; provided that incidents of the same kind that occur at different times or at different locations, for purposes of this Section 6.1(a), may not be aggregated.
Material Claims. 35 5.6. Financial Statements Accurate.....................................................35 5.7. No Defaults or Restrictions.......................................................35 5.8.
Material Claims. Except as disclosed in the Company Disclosure Statement, as updated, there is no private or governmental suit, claim, action, or proceeding (arbitral or otherwise) pending or threatened against Company, any of Company's Subsidiaries, or any person who may be entitled to indemnification by Company or Company's Subsidiaries involving a monetary claim in excess of $10,000 or a demand for equitable relief, or against any of their directors or officers relating to the performance of their duties in those capacities.
Material Claims. Seller shall promptly advise Purchaser of any material claim, action, suit, arbitration, inquiry, or proceeding by or on behalf of any Person or any claim, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority (an “Action”) concerning or affecting the Resort of which it obtains knowledge after the Effective Date.
Material Claims. Institute any material litigation against any third --------------- party or settle any material litigation or claim with any third party.
Material Claims. Except as set forth in Schedule 5.8, there is no litigation, suit, action, proceeding or claim pending or, to the knowledge of the Company or the Company’s counsel, any basis therefore or threat thereof against the Company that would be reasonably expected to result in a Material Adverse Effect on the Company or Assets. Except as set forth in Schedule 5.8, there is no judgment, decree, injunction, order, determination, award, finding or letter of deficiency of any Governmental Authority or arbitrator outstanding with respect to the Agreement or against the Company or any of the Assets.
Material Claims. PMAC shall not settle nor compromise any material claim or litigation or, except in the ordinary and usual course of business, modify, amend or terminate any of its material contracts or waive, release or assign any material rights or claim.