Absence of Material Litigation. There shall be (i) no pending or overtly threatened litigation (other than litigation which is determined by the parties in good faith, after consulting their respective attorneys, to be without legal or factual substance or merit), whether brought against the Company or the Purchaser, that seeks to enjoin the consummation of any of the transactions contemplated by this Agreement, (ii) no order that has been issued by any court or governmental agency having jurisdiction that restrains or prohibits the consummation of the purchase and sale of the Assets hereunder and no proceedings pending which are reasonably likely to result in the issuance of such an order; and (iii) no pending or overtly threatened litigation, which has had or is expected to have an adverse affect on the Business or the Assets.
Absence of Material Litigation. There shall be (i) no pending or overtly threatened litigation (other than litigation which is determined by the parties in good faith, after consulting their respective attorneys, to be without legal or factual substance or merit), whether brought against the Company or the Purchaser that seeks to enjoin the consummation of any of the transactions contemplated by this Agreement, and (ii) no order that has been issued by any court or governmental agency having jurisdiction that restrains or prohibits the consummation of the purchase and sale of the Assets hereunder or any proceedings pending which are reasonably likely to result in the issuance of such an order.
Absence of Material Litigation. Borrower is not a party to any litigation or administrative proceeding, nor so far as is known by Borrower is any litigation or administrative proceeding threatened against it, which in either case would, if adversely determined, cause any material adverse change in its properties or the conduct of its business.
Absence of Material Litigation. No material litigation or administrative proceeding shall be pending (or threatened), and no investigation shall have been commenced (and be pending), by any Third Party seeking to restrain or prohibit (or questioning the validity or legality of) the consummation of the transactions contemplated by this Agreement or seeking damages in connection therewith which makes it unreasonable to proceed with the consummation of the transactions contemplated hereby.
Absence of Material Litigation. There shall be (i) no pending or overtly threatened litigation, whether brought against Seller or the Buyer, that seeks to enjoin the consummation of any of the transactions contemplated by this Agreement, (ii) no order that has been issued by any court or governmental agency having jurisdiction that restrains or prohibits the consummation of the purchase and sale of the Purchased Assets hereunder and no proceedings pending which are reasonably likely to result in the issuance of such an order; and (iii) no pending or overtly threatened litigation, which has had or is expected to materially and adversely affect the ability of the parties to consummate the transactions contemplated hereby.
Absence of Material Litigation. There is no pending action or proceeding for which service of process has been received or, to the best knowledge of the Responsible Officers of each Loan Party, threatened action or proceeding before any court, governmental agency or arbitrator against or affecting it or any Subsidiary which is reasonably likely to be determined adversely, and, if determined adversely, would reasonably be expected to result in a Material Adverse Effect, except for litigation disclosed in writing to the Administrative Agent and the Lenders prior to the execution of this Agreement.
Absence of Material Litigation. There is no (A) pending litigation that could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the consummation of the transactions contemplated on the Closing Date under this Agreement and the other Loan Documents or (B) bankruptcy proceeding with respect to the Borrower or any Restricted Subsidiary.
Absence of Material Litigation. There shall not be pending any litigation or other proceeding relating to this Agreement or the Transactions.
Absence of Material Litigation. Neither Borrower nor any Guarantor is a party to any litigation or administrative proceeding, nor so far as is known by Borrower or any Guarantor, is any litigation or administrative proceeding threatened against Borrower or any Guarantor, which in either case would, if adversely determined, cause any Material adverse change in its properties, the conduct of its business, or its financial condition.
Absence of Material Litigation. Except as set forth in Section VI(a)(ii) above, there shall be (i) no pending or overtly threatened litigation (other than litigation which is determined by the parties in good faith, after consulting their respective attorneys, to be without legal or factual substance or merit), whether brought against the Company or the Purchaser, that seeks to enjoin the consummation of any of the transactions contemplated by this Agreement, (ii) no order that has been issued by any court or governmental agency having jurisdiction that restrains or prohibits the consummation of the purchase and sale of the Assets hereunder and no proceedings pending which are reasonably likely to result in the issuance of such an order; and (iii) no pending or
