Common use of Adverse Proceedings Clause in Contracts

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no orderother, decree or judgment of any court, agency or other governmental authority shall have been rendered against, against any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority shall have been rendered against, any party hereto which that would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority shall have been rendered against, against any party hereto which that would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority shall have been rendered against, against any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suitclaim, action, claim suit, investigation or governmental proceeding shall be pending againstpending, and no order, decree or judgment Law of any courtGovernmental Authority shall be enacted, agency rendered or other governmental authority shall have been rendered againstin force, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its termsand the Other Documents to be executed and delivered pursuant hereto.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no orderother, decree or judgment of any court, agency or other governmental authority shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suitclaim, action, claim suit, investigation or governmental proceeding shall be pending against, and no order, decree or judgment Law of any courtGovernmental Authority shall be enacted, agency rendered or other governmental authority shall have been rendered againstin force, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its termsand the Other Documents to be executed and delivered pursuant hereto.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority shall have been rendered against, any party hereto which Premiere in good faith believes would render it unlawful, as of the Closing Date, unlawful to effect the transactions contemplated by this Agreement in accordance with its termsterms EXCEPT any suit, action or claim of MediaAmerica Litigation.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority shall have been rendered against, against the parties or any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its termsterms or otherwise have a material adverse effect on the Buyer's ownership, use or enjoyment of the Purchased Assets.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment judgement of any court, agency or other governmental authority shall have been rendered against, any party Party hereto which that the Buyers in good faith, based upon a written opinion of counsel, believe would render it them unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority shall have been rendered againstagainst any Party hereto that the Sellers in good faith, any party hereto which based upon a written opinion of counsel, believe would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority shall have been rendered against, against the parties or any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and or no order, decree or judgment of any court, agency or other governmental authority shall have been rendered against, any party hereto which challenges or would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority Governmental Authority shall have been rendered against, against any party hereto which that would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. (i) No suit, action, claim or governmental proceeding shall be pending againstagainst any party hereto which would reasonably be expected to render the consummation of the transactions contemplated by this Agreement unlawful, and (ii) no order, decree or judgment of any court, agency or other governmental authority shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending have been instituted against, and no order, decree decree, or judgment of any court, agency agency, or other governmental authority shall have been rendered against, any party hereto the parties or either of them which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and or no orderother, decree or judgment of any court, agency or other governmental authority shall have been rendered against, against any party hereto which challenge or would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority shall have been rendered against, against any party hereto hereto, which would render it unlawful, unlawful as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority shall have been rendered against, any party hereto which Premiere in good faith believes would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending or threatened against, and no order, decree order or judgment of any court, agency court or other governmental authority shall have been rendered against, against the parties or any party hereto which would render it unlawful, as of the Closing Date, to effect affect the transactions contemplated by this Agreement in accordance with its termsterms or otherwise have a material adverse effect on the economics of the transaction contemplated hereby or on Buyer’s ownership, use or operation of the Business.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority Governmental Authority shall have been rendered against, any party hereto which that would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no orderother, decree or judgment of any court, agency or other governmental authority shall have been rendered against, against any party hereto hereto, which would render it unlawful, unlawful as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suitclaim, action, claim suit, investigation or governmental proceeding shall be pending against, and no order, decree or judgment Law of any court38 Governmental Authority shall be enacted, agency rendered or other governmental authority shall have been rendered againstin force, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its termsand the Other Documents to be executed and delivered pursuant hereto.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms. There shall have been no material adverse change in the Business or its prospects for the future.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority shall have been rendered against, any party hereto which that would or would be reasonably expected to render it unlawful, as of the Closing Date, to effect consummate the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other governmental authority shall have been rendered against, against any party hereto which that would or would be reasonably expected to render it unlawful, as of the Closing Date, to effect consummate the transactions contemplated by this Agreement in accordance with its terms.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending againstwhich seeks to restrain or prohibit this Agreement or consummation of the transactions contemplated hereby, and no order, decree or judgment of any court, agency or other governmental authority Governmental Authority shall have been rendered against, against any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms, or which would impair materially the ability of Buyer to realize the benefits of the transactions contemplated by this Agreement.

Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending have been instituted against, and no order, decree decree, or judgment of any court, agency agency, or other governmental authority shall have been rendered against, any party hereto the parties or either of them which would render it unlawful, as of the Closing Date, to effect effectuate the transactions contemplated by this Agreement in accordance with its terms.