Absence of Investigations and Proceedings. No action or proceeding or ----------------------------------------- formal investigation by any Person or governmental agency shall be pending with the object of challenging or preventing the Closing and no other proceedings shall be pending with such object or to collect material damages from Buyer on account thereof.
Absence of Investigations and Proceedings. Except for governmental proceedings relating to the television broadcast industry generally, no claim, suit, action or other proceeding shall be pending or threatened before or by any court, governmental agency, arbitrator or other entity against any of the parties to this Agreement the effect of which would make it reasonably likely to be unlawful to consummate the transactions contemplated by this Agreement to be performed prior to or at the Closing.
Absence of Investigations and Proceedings. There shall not be in effect any Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transactions contemplated hereby. There shall have not been commenced or threatened any proceeding or investigation by a Governmental Authority of competent jurisdiction for the purpose of restraining, prohibiting or materially restricting the consummation of such Transactions or materially limiting or materially restricting Purchaser’s conduct or operation of the Business following consummation of the Transactions or requiring Purchaser or its Affiliates to divest or hold separate any assets or businesses.
Absence of Investigations and Proceedings. There shall be no decree, judgment, order or litigation at law or in equity, no arbitration proceedings, and no proceeding before or by any commission, agency or other administrative or regulatory body or authority pending to which the Shareholders, Company or Subsidiary is a party or to which the Shareholders, Company, Subsidiary, the Company Assets or the Company Shares are subject, which could (i) affect the ability of Parent or Merger Sub to consummate any of the transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (iii) affect adversely the right of the Surviving Corporation to own the assets of the Company and/or Subsidiary, to operate the businesses of the Company and/or Subsidiary, and to control the Subsidiary, or (iv) affect adversely the right of the Subsidiary to own its assets and to operate its businesses. Without limiting the generality of the foregoing, no action, proceeding or formal investigation by any Person or governmental agency shall be pending with the object of challenging or preventing the Closing and no other proceedings shall be pending with such object or to collect damages from Parent or Merger Sub on account thereof. No suit, action or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the consummation of the transactions contemplated hereby.
Absence of Investigations and Proceedings. (a) No Action by any Governmental Authority shall be pending with the object of challenging or preventing the First Closing and (b) no Action by any Person shall be pending and no other proceedings shall be pending with such object or to collect damages from Buyer on account thereof; provided however, that with respect to (b) Buyer shall waive this condition if Seller agrees to indemnify Buyer for all costs associated with any such proceedings.
Absence of Investigations and Proceedings. There shall be no decree, judgment, order or litigation at law or in equity or admiralty, no mediation or arbitration proceedings, and no proceeding before or by any commission, agency or other administrative or regulatory body or authority pending to which Buyer is a party, which, in the reasonable judgment of Seller, is reasonably likely to be adversely determined and which could materially affect the ability of Buyer to operate the Station, acquire the Shares or use the Broadcasting Assets. No suit, action or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with this Agreement, or the consummation of the transactions contemplated hereby.
Absence of Investigations and Proceedings. Except for governmental proceedings relating to the television broadcast industry generally, there shall be no claim, suit, action or other proceeding pending or threatened before or by any Governmental Authority, arbitrator or other entity against any of the parties to this Agreement the effect of which would make it reasonably likely to be unlawful to consummate the transactions contemplated by this Agreement to be performed at the First Closing. If any of the conditions set forth in this Section 8.1 have not been satisfied, Seller may (without waiving any other right or remedy under this Agreement) in its sole discretion waive any of such conditions and elect to proceed with the consummation of the transactions contemplated hereby.
Absence of Investigations and Proceedings. Except as may be disclosed in writing to Buyer and accepted by Buyer, there shall be no decree, judgment, order or litigation at law or in equity, arbitration proceedings, or proceeding before or by any commission, agency or other administrative or regulatory body or authority pending which would result in a violation of Section 9.4 above, including any with respect to condemnation, zoning, use or occupancy. Without limiting the generality of the foregoing, no proceeding or formal investigation by any governmental agency shall be pending with the object of challenging or preventing the Closing and no other proceedings shall be pending with such object or to collect damages from Buyer on account thereof. No action or proceeding shall be pending before any governmental body to revoke, refuse to review or to modify in any material respect the Operating Permits.
Absence of Investigations and Proceedings. There shall be no Order or Action before or by any Governmental Authority and no formal investigation by any Governmental Authority pending or promulgated, or to the Sellers’ Knowledge, threatened, to which the Purchaser or any Seller is or may be a party that could reasonably be expected to adversely affect, in any material respect, the Business or the Purchased Assets or with the object of challenging or preventing the consummation of the Transactions.
Absence of Investigations and Proceedings. Except as set forth on Schedule 5.10, no action or proceeding or formal investigation by any Person or ------------- governmental agency shall be pending with the object of challenging or preventing the Closing and no other proceedings shall be pending with such object or to collect damages from Buyer on account thereof.
