Common use of Absence of Actions Clause in Contracts

Absence of Actions. No action or proceeding shall have been brought or threatened before any court or administrative agency to prevent the consummation or to seek damages in a material amount by reason of the transactions contemplated hereby, and no governmental authority shall have asserted that the within transactions (or any other pending transaction involving Buyer or the Company when considered in light of the effect of the within transactions) shall constitute a violation of law or give rise to material liability on the part of the Company or the Buyer.

Appears in 13 contracts

Samples: Investment Agreement (Advanced Communications Technologies Inc), Stock Purchase Agreement (Life Exchange Inc), Investment Agreement (Torrent Energy Corp)

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Absence of Actions. No action or proceeding shall have been brought or threatened before any court or administrative agency to prevent the consummation or to seek damages in a material amount by reason of the transactions contemplated hereby, and no governmental authority shall have asserted that the within transactions (or any other pending transaction involving the Buyer or the Company when considered in light of the effect of the within transactions) shall constitute a violation of law or give rise to material liability on the part of the Company or the Buyer.

Appears in 7 contracts

Samples: Investment Agreement (Torrent Energy Corp), Investment Agreement (Torrent Energy Corp), Investment Agreement (Transax International LTD)

Absence of Actions. No action or proceeding shall have been brought or threatened before any court or administrative agency to prevent the consummation or to seek damages in a material amount by reason of the transactions contemplated hereby, and no governmental authority shall have asserted that the within transactions (or any other pending transaction involving Buyer Parent, any of its subsidiaries, the Shareholders or the Company when considered in light of the effect of the within transactions) shall constitute a violation of law or give rise to material liability on the part of the Shareholders, the Company or the BuyerParent or its subsidiaries.

Appears in 5 contracts

Samples: Merger Agreement (Paradigm Holdings, Inc), Merger Agreement (Altrimega Health Corp), Merger Agreement (European Micro Holdings Inc)

Absence of Actions. No action or proceeding shall have been brought or threatened before any court or administrative agency to prevent the consummation or to seek damages in a material amount by reason of the transactions contemplated hereby, and no governmental authority shall have asserted that the within transactions (or any other pending transaction involving Buyer Buyers or the Company when considered in light of the effect of the within transactions) shall constitute a violation of law or give rise to material liability on the part of the Company or the BuyerBuyers.

Appears in 4 contracts

Samples: Purchase Agreement (Encompass Group Affiliates, Inc), Purchase Agreement (Advanced Communications Technologies Inc), Purchase Agreement (Act-De LLC)

Absence of Actions. No action or proceeding shall have been brought or threatened before any court or administrative agency to prevent the consummation or to seek damages in a material amount by reason of the transactions contemplated hereby, and no governmental authority shall have asserted that the within transactions (or any other pending transaction involving Buyer the Buyers or the Company when considered in light of the effect of the within transactions) shall constitute a violation of law or give rise to material liability on the part of the Company or the BuyerBuyers.

Appears in 2 contracts

Samples: Investment Agreement (Ariel Way Inc), Investment Agreement (Neomedia Technologies Inc)

Absence of Actions. No action or proceeding shall have been brought or threatened before any court or administrative agency to prevent the consummation or to seek damages in a material amount by reason of the transactions contemplated hereby, and no governmental authority shall have asserted that the within transactions (or any other pending transaction involving Buyer ARC, any of its Subsidiaries, the Company Shareholders or the Company when considered in light of the effect of the within transactions) shall constitute a violation of law or give rise to material liability on the part of the Company Shareholders, the Company or the BuyerARC or its Subsidiaries.

Appears in 2 contracts

Samples: Share Exchange Agreement (Altrimega Health Corp), Share Exchange Agreement (Altrimega Health Corp)

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Absence of Actions. No action or proceeding shall have been brought or threatened before any court or administrative agency to prevent the consummation or to seek damages in a material amount by reason of the transactions contemplated hereby, and no governmental authority shall have asserted that the within such transactions (or any other pending transaction involving Buyer or the Company when considered in light of the effect of the within transactions) shall constitute a violation of law or give rise to material liability on the part of the Shareholders, the Company or any of the Subsidiaries or Buyer or any of Buyer's subsidiaries.

Appears in 1 contract

Samples: Share Exchange Agreement (CHS Electronics Inc)

Absence of Actions. No action or proceeding shall have been brought or threatened before any court or administrative agency to prevent the consummation or to seek damages in a material amount by reason of the transactions contemplated hereby, and no governmental authority shall have asserted that the within transactions (or any other pending transaction involving Buyer ARC, any of its subsidiaries, the Company Shareholder or the Company when considered in light of the effect of the within transactions) shall constitute a violation of law or give rise to material liability on the part of the Company Shareholder, the Company or the BuyerARC or its Subsidiaries.

Appears in 1 contract

Samples: Share Exchange Agreement (American Racing Capital, Inc.)

Absence of Actions. No action or proceeding shall have been brought or threatened before any court or administrative agency to prevent the consummation or to seek damages in a material any amount by reason of the transactions contemplated hereby, and no governmental authority shall have asserted that the within transactions (or any other pending transaction involving Buyer or the Sellers or the Company when considered in light of the effect of the within transactions) shall constitute a violation of law or give rise to material liability on the part of the Sellers, the Company or the Buyer.

Appears in 1 contract

Samples: Stock and Promissory Note Purchase Agreement (Ingarfield Earl T)

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