Common use of Actions and Proceedings, etc Clause in Contracts

Actions and Proceedings, etc. There are no (i) outstanding judgments, orders, injunctions or decrees of any Governmental Entity or arbitration tribunal against Buyer or any of its affiliates, (ii) lawsuits, actions or proceedings pending or, to the knowledge of Buyer, threatened against Buyer or any of its affiliates, or (iii) investigations by any Governmental Entity which are, to the knowledge of Buyer, pending or threatened against Buyer or any of its affiliates, and which, in the case of each of clauses (i), (ii) and (iii), have or could have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Frontier Insurance Group Inc), Stock Purchase Agreement (Metamor Worldwide Inc)

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Actions and Proceedings, etc. There are no (ia) outstanding judgments, orders, injunctions or decrees of any Governmental Entity or arbitration tribunal against Buyer or any of its affiliatesAffiliates, (iib) lawsuits, actions or proceedings pending or, to the knowledge of Buyer, threatened against Buyer or any of its affiliatesAffiliates, or (iiic) investigations by any Governmental Entity which are, to the knowledge of Buyer, pending or threatened against Buyer or any of its affiliatesAffiliates, and which, in the case of each of clauses (ia), (iib) and (iiic), have or could have a material adverse effect on the ability of Buyer to perform its obligations hereunder or consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Bristol Myers Squibb Co), Stock and Asset Purchase Agreement (Procter & Gamble Co)

Actions and Proceedings, etc. There are no (i) outstanding judgments, orders, injunctions or decrees of any Governmental Entity or arbitration tribunal against Buyer or any of its affiliates, (ii) lawsuits, actions or 47 42 proceedings pending or, to the knowledge of Buyer, threatened against Buyer or any of its affiliates, or (iii) investigations by any Governmental Entity which are, to the knowledge of Buyer, pending or threatened against Buyer or any of its affiliates, and which, in the case of each of clauses (i), (ii) and (iii), have or could have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (S a Louis Dreyfus Et Cie Et Al)

Actions and Proceedings, etc. There are no (ia) outstanding judgments, orders, injunctions or decrees of any Governmental Entity or arbitration tribunal against Buyer or any of its affiliatesrespective Affiliates, (iib) lawsuits, actions or proceedings pending or, to the knowledge of Buyer, threatened against Buyer or any of its affiliatesAffiliates, or (iiic) investigations by any Governmental Entity which are, to the knowledge of Buyer, pending or threatened against Buyer or any of its affiliatesAffiliates, and which, in the case of each of clauses (ia), (iib) and (iiic), have or could have a material adverse effect on the ability of Buyer to consummate the transactions contemplated herebyhereby to be consummated by Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Roxio Inc)

Actions and Proceedings, etc. There As of the date hereof, there are no (ia) outstanding judgments, orders, injunctions or decrees of any Governmental Entity or arbitration tribunal against Buyer or any of its affiliatesAffiliates, (iib) lawsuits, actions or proceedings pending or, to the knowledge of Buyer, threatened against Buyer or any of its affiliatesAffiliates, or (iiic) investigations by any Governmental Entity which are, to the knowledge of Buyer, pending or threatened against Buyer or any of its affiliatesAffiliates, and which, in the case of each of clauses (ia), (iib) and (iiic), have or could have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Conmed Corp)

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Actions and Proceedings, etc. There are no (ia) outstanding judgments, orders, injunctions or decrees of any Governmental Entity or arbitration tribunal against Buyer or any of its affiliatesAffiliates, (iib) lawsuits, actions or proceedings pending or, to the knowledge of Buyer, threatened against Buyer or any of its affiliatesAffiliates, or (iiic) investigations by any Governmental Entity which are, to the knowledge of Buyer, pending or threatened against Buyer or any of its affiliatesAffiliates, and which, in the case of each of clauses (ia), (iib) and (iiic), have or could would reasonably be expected to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (DealerTrack Holdings, Inc.)

Actions and Proceedings, etc. There are no (ia) outstanding judgments, orders, injunctions or decrees of any Governmental Entity or arbitration tribunal against Buyer or any of its affiliatesAffiliates, (iib) lawsuits, actions or proceedings pending or, to the knowledge of Buyer, threatened against Buyer or any of its affiliatesAffiliates, or (iiic) investigations by any Governmental Entity which are, to the knowledge of Buyer, pending or threatened against Buyer or any of its affiliatesAffiliates, and which, in the case of each of clauses (ia), (iib) and (iiic), have or could have a material adverse effect on on, or materially impair, the ability of Buyer to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Us Ecology, Inc.)

Actions and Proceedings, etc. There are no (i) outstanding ----------------------------- judgments, orders, injunctions or decrees of any Governmental Entity or arbitration tribunal against Buyer or any of its affiliates, (ii) lawsuits, actions or proceedings pending or, to the knowledge of Buyer, threatened against Buyer or any of its affiliates, or (iii) investigations by any Governmental Entity which are, to the knowledge of Buyer, pending or threatened against Buyer or any of its affiliates, and which, in the case of each of clauses (i), (ii) and (iii), have or could have a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Transmontaigne Inc)

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