Common use of Absence of Certain Litigation Clause in Contracts

Absence of Certain Litigation. There shall not be any: (a) Court Order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; (b) Proceeding by any federal, state, local or foreign government (or any agency thereof) pending before any court or governmental agency, or threatened to be filed or initiated, wherein such complainant seeks the restraint or prohibition of the consummation of any material transaction contemplated by this Agreement or asserts the illegality thereof; or (c) Proceeding by a private party pending before any court or governmental agency, or threatened to be filed or initiated, which in the reasonable opinion of counsel for the Buyer is likely to result in the restraint or prohibition of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the Buyer, in connection with the consummation of any material transaction contemplated hereby.

Absence of Certain Litigation. There shall not be any: (a) Court Order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; (b) Proceeding by any federal, state, local or foreign government (or any agency thereof) pending before any court or governmental agency, or threatened to be filed or initiated, wherein such complainant seeks the restraint or prohibition of the consummation of any material transaction contemplated by this Agreement or asserts the illegality thereof; or (c) Proceeding by a private party pending before any court or governmental agency, or threatened to be filed or initiated, which in the reasonable opinion of counsel for the Buyer Sellers is likely to result in the restraint or prohibition of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the BuyerSellers, in connection with the consummation of any material transaction contemplated hereby.

Absence of Certain Litigation. There shall not be any: any (a) Court Order injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; (b) Proceeding suit, action or other proceeding by any federal, state, local or foreign government (or any agency thereof) Government Authority pending before any court or governmental agencyGovernment Authority, or threatened to be filed or initiated, wherein such complainant in which the Government Authority seeks the restraint to prevent or prohibition prohibit of the consummation completion of any material transaction contemplated by this Agreement Agreement, or asserts the illegality thereof; or (c) Proceeding suit, action or other proceeding by a private party pending before any court or governmental agencyGovernment Authority, or threatened to be filed or initiated, which in the reasonable opinion of counsel for the Buyer is likely to result in the restraint preventing or prohibition prohibiting completion of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the Buyer, in connection with the consummation of any material transaction contemplated hereby.

Absence of Certain Litigation. There shall not be any: any (a) Court Order injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; , (b) Proceeding suit, action or other proceeding by any federal, state, local or foreign government (or any agency thereof) pending before any court or governmental agency, or threatened to be filed or initiated, wherein such complainant seeks the restraint or prohibition of the consummation of any material transaction contemplated by this Agreement or asserts the illegality thereof; thereof or (c) Proceeding suit, action or other proceeding by a private party pending before any court or governmental agency, or threatened to be filed or initiated, which in the reasonable opinion of counsel for the Buyer is likely to result in the restraint or prohibition of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the Buyer, in connection with the consummation of any material transaction contemplated hereby.

Absence of Certain Litigation. There shall not be any: any (a) injunction, restraining order or other Court Order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; , (b) Proceeding by any federal, state, local or foreign government (or any agency thereof) Government Authority pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, wherein such complainant seeks the restraint or prohibition of the consummation of any material transaction contemplated by this Agreement or asserts the illegality thereof; , or (c) Proceeding by a private party pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, which in the reasonable opinion of counsel for the Buyer Seller is likely to result in the restraint or prohibition of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the BuyerSeller, in connection with the consummation con­summation of any material transaction contemplated hereby...

Absence of Certain Litigation. There shall not be any: any (a) injunction, restraining order or other Court Order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; , (b) Proceeding by any federal, state, local or foreign government (or any agency thereof) Government Authority pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, wherein such complainant seeks the restraint or prohibition of the consummation of any material transaction contemplated by this Agreement or asserts the illegality thereof; , or (c) Proceeding by a private party pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, which in the reasonable opinion of counsel for the Buyer Company is likely to result in the restraint or prohibition of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the BuyerCompany, in connection with the consummation con­summation of any material transaction contemplated hereby...

Absence of Certain Litigation. There shall not be any: any (a) Court Order injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; (b) Proceeding suit, action or other proceeding by any federal, state, local or foreign government (or any agency thereof) Government Authority pending before any court or governmental agencyGovernment Authority, or threatened to be filed or initiated, wherein such complainant in which the Government Authority seeks the restraint to prevent or prohibition of the consummation prohibit completion of any material transaction contemplated by this Agreement Agreement, or asserts the illegality thereof; or (c) Proceeding suit, action or other proceeding by a private party pending before any court or governmental agencyGovernment Authority, or threatened to be filed or initiated, which in the reasonable opinion of counsel for the Buyer Sellers is likely to result in the restraint preventing or prohibition of prohibiting the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors managers or officers members of the Buyer, Company in connection with the consummation of any material transaction contemplated hereby.

Absence of Certain Litigation. There shall not be any: any (a) injunction, restraining order or other Court Order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; , (b) Proceeding by any federal, state, local or foreign government (or any agency thereof) Government Authority pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, wherein such complainant seeks the restraint or prohibition of the consummation of any material transaction contemplated by this Agreement or asserts the illegality thereof; , or (c) Proceeding by a private party pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, which in the reasonable opinion of counsel for the Buyer is likely to result in the restraint or prohibition of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the BuyerCompany, in connection with the consummation con­summation of any material transaction contemplated hereby...

Absence of Certain Litigation. There shall not be any: any (ai) Court Order injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; , (bii) Proceeding suit, action or other proceeding by any federal, state, local or foreign government (or any agency thereof) pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, wherein such complainant seeks the restraint or prohibition of the consummation of any material transaction contemplated by this Agreement or asserts the illegality thereof; , or (ciii) Proceeding suit, action or other proceeding by a private party pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, which which, in the reasonable opinion of counsel for the Buyer Parent, is likely to result in the restraint or prohibition of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties Parent or against any directors or officers of the Buyer, Parent in connection with the consummation of any material transaction contemplated hereby.

Absence of Certain Litigation. There shall not be any: (a) Court Order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; (b) Proceeding by any federal, state, local or foreign government (or any agency thereof) pending before any court or governmental agency, or threatened to be filed or initiated, wherein such complainant seeks the restraint or prohibition of the consummation of any material transaction contemplated by this Agreement or asserts the illegality thereof; or (c) Proceeding by a private party pending before any court or governmental agency, or threatened to be filed or initiated, which in the reasonable opinion of counsel for the Buyer Seller is likely to result in the restraint or prohibition of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the BuyerSeller, in connection with the consummation of any material transaction contemplated hereby.

Absence of Certain Litigation. There shall not be any: any (a) injunction, restraining order or other Court Order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; , (b) Proceeding by any federal, state, local or foreign government (or any agency thereof) Government Authority pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, wherein such complainant seeks the restraint or prohibition of the consummation of any material transaction contemplated by this Agreement or asserts the illegality thereof; , or (c) Proceeding by a private party pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, which in the reasonable opinion of counsel for the Buyer is likely to result in the restraint or prohibition of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the Buyer, in connection with the consummation of any material transaction contemplated hereby.

Absence of Certain Litigation. There shall not be any: any (a) Court Order injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; , (b) Proceeding suit, action or other proceeding by any federalGovernment Authority, state, local or foreign government (or any agency thereof) pending before any court or governmental agency, or threatened to be filed or initiated, wherein such complainant seeks the restraint or prohibition of the consummation of any material transaction contemplated by this Agreement or Ancillary Agreements or asserts the illegality thereof; thereof or (c) Proceeding suit, action or other proceeding by a private party pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, which in the reasonable opinion of counsel for the Buyer is likely to result in the restraint or prohibition of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the Buyer, in connection with the consummation of any material transaction contemplated hereby.

Absence of Certain Litigation. There shall not be any: any (a) Court Order injunction, ---- ------------------------------ restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; , (b) Proceeding suit, action or other proceeding by any federal, state, local or foreign government (or any agency thereof) Government Authority pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, wherein such complainant in which the Government Authority seeks the restraint to prevent or prohibition prohibit of the consummation completion of any material transaction contemplated by this Agreement Agreement, or asserts the illegality thereof; thereof or (c) Proceeding suit, action or other proceeding by a private party pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, which in the reasonable opinion of counsel for the Buyer is likely to result in the restraint preventing or prohibition prohibiting completion of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the Buyer, in connection with the consummation of any material transaction contemplated hereby.

Absence of Certain Litigation. There shall not be any: any (a) Court Order injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; , (b) Proceeding suit, action or other proceeding by any federalGovernment Authority, state, local or foreign government (or any agency thereof) pending before any court or governmental agency, or threatened to be filed or initiated, wherein such complainant seeks the restraint or prohibition of the consummation of any material transaction contemplated by this Agreement or Ancillary Agreements or asserts the illegality thereof; thereof or (c) Proceeding suit, action or other proceeding by a private party pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, which in the reasonable opinion of counsel for the Buyer is likely to result in the restraint or prohibition of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the Buyer, in connection with the consummation con summation of any material transaction contemplated hereby.

Absence of Certain Litigation. There shall not be any: any (a) Court Order injunction, restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; , (b) Proceeding suit, action or other proceeding by any federalGovernment Authority, state, local or foreign government (or any agency thereof) pending before any court or governmental agency, or threatened to be filed or initiated, wherein such complainant seeks the restraint or prohibition of the consummation of any material transaction transactio contemplated by this Agreement or Ancillary Agreements or asserts the illegality thereof; thereof or (c) Proceeding suit, action or other proceeding by a private party pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, which in the reasonable opinion of counsel for the Buyer is likely to result in the restraint or prohibition of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the Buyer, in connection with the consummation of any material transaction contemplated hereby.

Absence of Certain Litigation. There shall not be any: any (a) Court Order injunction, --- ------------------------------ restraining order or order of any nature issued by any court of competent jurisdiction which directs that this Agreement or any material transaction contemplated hereby shall not be consummated as herein provided; , (b) Proceeding suit, action or other proceeding by any federal, state, local or foreign government (or any agency thereof) Government Authority pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, wherein such complainant in which the Government Authority seeks the restraint to prevent or prohibition prohibit of the consummation completion of any material transaction contemplated by this Agreement Agreement, or asserts the illegality thereof; thereof or (c) Proceeding suit, action or other proceeding by a private party pending before any court or governmental agencyGovernmental Authority, or threatened to be filed or initiated, which in the reasonable opinion of counsel for the Buyer Seller is likely to result in the restraint preventing or prohibition prohibiting completion of the consummation of any material transaction contemplated hereby or the obtaining of an amount in payment (or indemnification) of material damages from or other material relief against any of the parties or against any directors or officers of the BuyerSeller, in connection with the consummation of any material transaction contemplated hereby.