Common use of Absence of Suit Clause in Contracts

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 APS, CC Holdings, IRG 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 any such transactions.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Aps Healthcare Inc), Purchase and Sale Agreement (Cobalt Corp)

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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 APSBuyer, CC Holdings, IRG Company or any of the affiliates, officers or directors of any of them, seeking with respect 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 such transactions.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Keith Companies Inc), Stock Purchase Agreement (Keith Companies Inc)

Absence of Suit. No action, 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 APS, CC Holdings, IRG 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 any such transactions.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Cobalt Corp), Purchase and Sale Agreement (Aps Healthcare Inc)

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 APSPurchaser, CC Holdings, IRG Seller 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 with, or imposing any condition on, any such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynamic Materials Corp)

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 APSBuyer, CC Holdings, IRG Seller or PWBV 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 with, or imposing any condition on, any such transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Zitel Corp)

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 APSthe Buyer, CC Holdings, IRG 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 with, or imposing any condition on, any such transactions.

Appears in 1 contract

Samples: Equipment Lease (Photomatrix Inc/ Ca)

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 APSBuyer, CC Holdings, IRG Sellers 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 with, or imposing any condition on, any such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zitel Corp)

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 APSSykes, CC Holdings, IRG HPS or any of the shareholders affiliates, officers or directors of any either 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 with, or imposing any condition on, any such transactions.

Appears in 1 contract

Samples: Shareholder Agreement (Healthplan Services Corp)

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Absence of Suit. No action, suit or proceeding before any court or any governmental authority shall have been commenced or threatenedcommenced, and to the knowledge of Purchaser, no investigation by any governmental or regulating authority shall have been commenced, against APSPurchaser, CC Holdings, IRG Seller 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 with, or imposing any condition on, any such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynamic Materials Corp)

Absence of Suit. No action, suit or proceeding proceedings before any court or any governmental or regulatory authority shall have been commenced or threatenedthreatened and, and no investigation by any governmental or regulating regulatory authority shall have been commenced, against APSthe Shareholders, CC Holdings, IRG 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 transactionsthe transaction, or seeking damages in connection with any the such transactionstransaction.

Appears in 1 contract

Samples: Acquisition Agreement (Teletek Inc)

Absence of Suit. No action, suit or proceeding proceedings before any court or any governmental or regulatory authority shall have been commenced or threatenedthreatened and, and no investigation by any governmental or regulating regulatory authority shall have been commenced, against APS, CC Holdings, IRG the Company or any of the affiliates, officers associates, officers, or directors of or any of them, seeking to restrain, prevent prevent, or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, herein or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Softwall Equipment Corp)

Absence of Suit. No Except as otherwise disclosed in writing, 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 APSthe Buyer, CC Holdings, IRG 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 with, or imposing any condition on, any such transactions.

Appears in 1 contract

Samples: Equipment Lease (Photomatrix Inc/ Ca)

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