Absence of Legal Proceedings. The absence of any action, suit, investigation or proceeding pending in any court or before any arbitrator or governmental instrumentality which could reasonably be expected to have a Material Adverse Effect.
Absence of Legal Proceedings. There shall not exist any action, ---------------------------- suit, investigation or proceeding pending in any court or before any arbitrator or Governmental Authority which could reasonably be expected to have a Material Adverse Effect.
Absence of Legal Proceedings. The absence of any action, suit, ---------------------------- investigation or proceeding pending in any court or before any arbitrator or governmental instrumentality which could reasonably be expected to have a Material Adverse Effect on the Consolidated Group taken as a whole.
Absence of Legal Proceedings. No action, suit, or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin, or prohibit the Acquisition, or which would reasonably be expected to restrict materially the operation of the business of UTS or the exercise of any rights with respect thereto or to subject either of the parties hereto or any of their subsidiaries, directors, or officers to any liability, fine, forfeiture, divestiture, or penalty on the ground that the transactions contemplated hereby, the parties hereto, or their subsidiaries, directors, or officers have breached or will breach any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby and with respect to which the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit, or proceeding raises substantial questions of law or fact which could reasonably be decided materially adversely to either party hereto or its subsidiaries, directors, or officers.
Absence of Legal Proceedings. The absence of any Material pending or, to the best knowledge of the Borrower and HAI, threatened action, suit, investigation, proceeding, bankruptcy or insolvency, injunction, order or claim with respect to the Borrower, HAI or any of their Subsidiaries.
Absence of Legal Proceedings. The absence of any pending or, to the best knowledge of Hyatt, threatened action, suit, investigation, proceeding, bankruptcy or insolvency, injunction, order or claim with respect to Hyatt or any of its Subsidiaries which would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Absence of Legal Proceedings. There are no legal or governmental proceedings pending or threatened to which any Liberty Entity is a party or to which any of the properties of any Liberty Entity is subject other than proceedings accurately described in all material respects in the Registration Statement, the Time of Sale Prospectus and the Prospectus and proceedings that would not have a Material Adverse Effect or materially impair the power or ability of any Liberty Entity to perform its obligations under this Agreement or to consummate the transactions contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus.
Absence of Legal Proceedings. As of the Closing Date, (a) there shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent directing that the transactions contemplated by this Agreement or any of them not be consummated as so provided or imposing any conditions on the consummation of the transactions contemplated hereby, and (b) there shall not have been instituted or pending, or, to the best of the Company's knowledge, threatened, any suit, action, or other proceeding that seeks to restrain, prevent or change the transactions contemplated by this Agreement or to otherwise question the validity or legality of such transaction.
Absence of Legal Proceedings. Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company or any Guarantor, threatened, against or affecting the Company, Holdings or any of Holdings’ other subsidiaries, which, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which, individually or in the aggregate, might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or each of the Registration Statement, the Time of Sale Information and the Prospectus, or the performance by the Company and each Guarantor of its obligations hereunder or under the Transaction Documents; and the aggregate of all pending legal or governmental proceedings to which the Company, Holdings or any of Holdings’ other subsidiaries is a party or of which any of their respective property or assets is the subject which are not described in the Registration Statement, the Time of Sale Information or the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.
Absence of Legal Proceedings. No suit, action or proceeding is pending or threatened by any Person, no judgment has been entered and not vacated by any Governmental Authority and no Legal Requirement has been enacted, promulgated or issued or become or deemed applicable to any of the transactions contemplated by this Agreement by any Governmental Authority, which prevents or makes illegal, or is reasonably likely to prevent or make illegal, the purchase and sale of the Assets contemplated by this Agreement. No party will assert that this condition has not been satisfied by reason of any suit, action or proceeding pending or threatened against Seller by any Governmental Authority with respect to a Franchise or the proposed assignment thereof, provided that the conditions set forth in Section 7.2.4 and 7.3.4 have been satisfied or waived.
