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 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tyler Corp /New/)

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Absence of Suit. No action, suit or proceeding proceedings before any court or any Governmental Authority governmental or regulatory authority shall have been commenced or threatenedthreatened and, and no investigation by any Governmental Authority governmental or regulatory authority shall have been commencedcommenced against Purchaser, against Buyer, Seller or the Company or any of their respective Affiliatesthe affiliates, (i) associates, officers or directors of the Purchaser seeking to restrain, prohibit prevent or enjoin the consummation of change the transactions contemplated hereby hereby, or to change any questioning the validity or legality of the terms thereof, (ii) questioning the validity, legality or enforceability of any such transactionstransaction, or (iii) seeking damages in connection with any such transactionsthe transaction.

Appears in 1 contract

Samples: Acquisition Agreement (Teletek Inc)

Absence of Suit. No action, suit or proceeding before any court or any Governmental Authority governmental authority shall have been commenced or threatenedcommenced, and to the knowledge of Purchaser, no investigation by any Governmental Authority governmental or regulating authority shall have been commenced, against BuyerPurchaser, Seller or the Company or any of their respective Affiliatesthe affiliates, (i) officers or directors of any of them, seeking to restrain, prohibit prevent or enjoin the consummation of change the transactions contemplated hereby hereby, or to change any of the terms thereof, (ii) questioning the validity, validity or legality or enforceability of any such transactions, or (iii) 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 governmental authority shall have been commenced or threatened, and, to the best of Seller's and Shareholder's knowledge, no investigation by any Governmental Authority governmental or regulating authority shall have been commenced, against Buyer, Seller or the Company or any of their respective Affiliatesthe affiliates, (i) officers or directors of any of them, seeking to restrain, prohibit prevent or enjoin the consummation of change the transactions contemplated hereby hereby, or to change any of the terms thereof, (ii) questioning the validity, validity or legality or enforceability of any such transactions, or (iii) seeking damages in connection with with, or imposing any condition on, any such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zitel 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 Authority shall have been commenced, against Buyer, Seller or the Company 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tyler Corp /New/)

Absence of Suit. No action, suit suit, investigation, or proceeding before any court or any Governmental Authority governmental authority shall have been commenced or threatened, and no investigation by any Governmental Authority shall have been commenced, threatened against Buyer, HealthCare, Seller or the Company or any of their respective Affiliatesthe affiliates, (i) officers or directors of any of them, seeking to restrain, prohibit prevent or enjoin the consummation of change the transactions contemplated hereby hereby, or to change any of the terms thereof, (ii) questioning the validity, validity or legality or enforceability of any such transactions, or (iii) seeking damages in connection with with, or imposing any condition on, any such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthcare Capital Corp)

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