Absence of Suit. No action, suit or proceedings before any court or any governmental or regulatory authority shall have been commenced or threatened and, no investigation by any governmental or regulatory authority shall have been commenced, against the Shareholders, the Company or any of the affiliates, associates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.
Absence of Suit. No action, suit, investigation, or proceeding before any court or any governmental authority shall have been commenced or threatened against Purchaser, the Company or any of the affiliates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with, or imposing any condition on, any such transactions; provided that the obligations of the Sellers shall not be affected unless there is a reasonable likelihood that as a result of such action, suit, proceeding or investigation, the Sellers will be unable to retain substantially all the consideration to which they are entitled under this Agreement.
Absence of Suit. No action, suit or proceeding before any court or any governmental authority shall have been commenced or threatened, and no investigation by any governmental or regulating authority shall have been commenced, against Buyer, Company or any of the affiliates, officers or directors of any of them, with respect to the transactions contemplated hereby.
Absence of Suit. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced or threatened, and no investigation by any governmental or regulatory authority shall have been commenced, against F&M, Subsidiary, CBE or BANK, or any of the affiliates, associates, officers, directors or employees of any of them, seeking to restrain, prevent or change the transaction contemplated hereby, or questioning the validity or legality of any such transaction, or seeking damages in connection with any of such transaction.
Absence of Suit. No action, suit or proceeding before any court or any Governmental Authority shall have been commenced or threatened, and no investigation by any Governmental Authority shall have been commenced, against Buyer, Seller or the Company or any of their respective Affiliates, (i) seeking to restrain, prohibit or enjoin the consummation of the transactions contemplated hereby or to change any of the terms thereof, (ii) questioning the validity, legality or enforceability of any such transactions, or (iii) seeking damages in connection with any such transactions.
Absence of Suit. No suit or proceeding shall be threatened or pending in which it will be or it is sought, by anyone, to restrain, prohibit, challenge or obtain damages or other relief in connection with this agreement or the consummation of the transactions contemplated, or in connection with any material claim against Company not disclosed or in the exhibits.
Absence of Suit. No action, suit, investigation or proceeding before any court or any governmental authority shall have been commenced or threatened, against HealthCare, the Company or any of the affiliates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with, or imposing any condition on, any such transactions; provided that the obligations of HealthCare shall not be affected unless there is a reasonable likelihood that as a result of such action, suit, investigation, or proceeding HealthCare will be unable to retain substantially all the practical benefits of the transaction to which it is entitled under this Agreement.
Absence of Suit. No action, suit or proceeding before any court or any governmental authority shall have been commenced or threatened with respect to, and no investigation by any governmental or regulating authority shall have been commenced, relating to the transactions contemplated hereby.
Absence of Suit. Except as may be specified in its opinion, such counsel does not know of any action, suit, proceeding, investigation or claim, pending or threatened, against Buyer that would interfere with, obstruct or foreclose (i) Buyer from Closing or (ii) Buyer's duties and obligations under this Agreement.
Absence of Suit. No action, suit, investigation, or proceeding before any court or any governmental authority shall have been commenced or threatened against HealthCare, the Company or any of the affiliates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with, or imposing any condition on, any such transactions; provided that the obligations of the Shareholders shall not be affected unless there is a reasonable likelihood that as a result of such action, suit, proceeding or investigation, the Shareholders will be unable to retain substantially all the consideration to which they are entitled under this Agreement.
