Common use of Absence of Suit Clause in Contracts

Absence of Suit. No action, suit, investigation, or proceeding before any court or any governmental authority shall have been commenced or threatened against Buyer, HealthCare, 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, or imposing any condition on, any such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthcare Capital Corp)

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Absence of Suit. No action, suit, investigation, suit or proceeding before any court or any governmental authority shall have been commenced or threatened threatened, and, to the best of Seller's and Shareholder's knowledge, no investigation by any governmental or regulating authority shall have been commenced, against Buyer, HealthCare, 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, or imposing any condition on, any such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zitel Corp)

Absence of Suit. No action, suit, investigation, suit or proceeding 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 BuyerPurchaser, HealthCare, Seller or any of the affiliates, associates, officers or directors of any of them, the Purchaser 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, or imposing any condition on, any such transactionswith the transaction.

Appears in 1 contract

Samples: Acquisition Agreement (Teletek Inc)

Absence of Suit. No action, suit, investigation, suit or proceeding before any court court, governmental, administrative or any governmental regulatory authority or arbitral body shall have been commenced or threatened threatened, against Buyer, HealthCare, Seller Purchaser or any of the its respective affiliates, officers or directors of any of themdirectors, (i) seeking to restrain, prevent prohibit or change enjoin the transactions contemplated herebyhereby or to change any of the terms thereof, or (ii) questioning the validity validity, legality or legality enforceability of any such transactions, or (iii) seeking damages in connection with, or imposing any condition on, with any such transactions.. CLOSING (8)

Appears in 1 contract

Samples: Asset Purchase Agreement (IP Promotions, Inc.)

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

Appears in 1 contract

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

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

Appears in 1 contract

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

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