Common use of Adverse Proceedings Clause in Contracts

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller to transfer the Assets.

Appears in 13 contracts

Samples: Asset Purchase Agreement (West Coast Entertainment Corp), Asset Purchase Agreement (Choices Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp)

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Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller Buyer to transfer own or use the AssetsAssets after the Closing.

Appears in 11 contracts

Samples: Asset Purchase Agreement (West Coast Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller to transfer the AssetsShares.

Appears in 3 contracts

Samples: Purchase Agreement (Harbor Global Co LTD), Purchase Agreement (Harbor Global Co LTD), Purchase Agreement (Pioneer Group Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller Sellers to transfer the Assets.

Appears in 3 contracts

Samples: Asset Purchase Agreement (West Coast Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp), Asset Purchase Agreement (West Coast Entertainment Corp)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller to transfer the Assets or would affect the right of the Buyer to acquire the Assets.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Happy Kids Inc), Asset Purchase Agreement (Unidigital Inc), Asset Purchase Agreement (Unidigital Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller Transferor to transfer the Assets.

Appears in 3 contracts

Samples: Asset Acquisition Agreement (Can B Corp), Asset Acquisition Agreement (Cardium Therapeutics, Inc.), Asset Acquisition Agreement (Cell-Nique Corp)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller to transfer the AssetsAgreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Happy Kids Inc), Asset Purchase Agreement (I Incubator Com Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the any Seller to transfer the Assets.

Appears in 2 contracts

Samples: Equipment Acquisition Agreement (Can B Corp), Equipment Acquisition Agreement (Can B Corp)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller to transfer the Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Can B Corp), Asset Purchase Agreement (Can B Corp)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might reasonably be expected to adversely affect the right obligation of Buyer to pay the Seller Purchase Price to transfer the AssetsSeller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Can B Corp), Asset Purchase Agreement (Can B Corp)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might reasonably be expected to adversely affect the right obligation of Buyer to pay the Seller Consideration to transfer the AssetsSellers.

Appears in 2 contracts

Samples: Equipment Acquisition Agreement (Can B Corp), Equipment Acquisition Agreement (Can B Corp)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller Buyer to transfer own the AssetsShares or to own or operate the business of the Company after the Closing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sunlink Health Systems Inc), Stock Acquisition Agreement (Skymall Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might reasonably be expected to adversely affect the right obligation of the Seller Transferee to transfer pay the AssetsConsideration to the Transferor.

Appears in 2 contracts

Samples: Asset Acquisition Agreement (Can B Corp), Asset Acquisition Agreement (Cell-Nique Corp)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller Buyer to transfer own or use the AssetsAssets after the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Intermet Corp), Asset Purchase Agreement (Unidigital Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body Governmental Entity shall have been instituted or threatened by any governmental body or person whatsoever which that shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which that might affect the right of the Seller Stockholder to transfer the AssetsShares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Centene Corp), Stock Purchase Agreement (Centene Corp)

Adverse Proceedings. No action or proceeding by or before any ------------------- court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller to transfer the Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nucycle Therapy Inc), Asset Purchase Agreement (Peritus Software Services Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller Sellers to transfer the AssetsCompany Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Airport Systems International Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which that shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might that could reasonably be expected to adversely affect the right ability of the Seller Buyer to transfer acquire the AssetsShares.

Appears in 1 contract

Samples: Exchange Agreement (Orbitz Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of AEI or the Seller Owner to transfer consummate the Assetstransactions contemplated hereby.

Appears in 1 contract

Samples: Merger Agreement (Casella Waste Systems Inc)

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Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller Transferee to transfer own the AssetsShares or to own or operate the business of the Transferor after the Closing.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Cell-Nique Corp)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller Buyer to transfer own the AssetsShares or to own or operate 20 the business of PGL and Teberebie after the Closing or which might affect the rights of the Buyer to own the Intercompany Loans.

Appears in 1 contract

Samples: Purchase Agreement (Harbor Global Co LTD)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller to transfer the Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intermet Corp)

Adverse Proceedings. No action or proceeding by or before any court court, administrative agency or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own the Assets or to own or operate the business of the Seller to transfer after the AssetsClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Airport Systems International Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller Buyer to transfer own or use the AssetsAssets after each Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Coast Entertainment Corp)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller Buyer to transfer own the AssetsShares or to own or operate the business of the Company and its subsidiaries after the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Energy Industries Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of buyer to own or use the Seller to transfer Assets after the AssetsClosing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Galacticomm Technologies Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might materially adversely affect the right of the Seller Buyer to transfer own or use the AssetsAssets after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trans World Entertainment Corp)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might reasonably be expected to adversely affect the right of the Seller Transferor to transfer the Assets.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Cell-Nique Corp)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which that shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might that could reasonably be expected to adversely affect the right ability of the Seller Stockholders to transfer the AssetsShares.

Appears in 1 contract

Samples: Exchange Agreement (Orbitz Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Seller Buyer and the Transitory Subsidiary to transfer directly or indirectly own or use the AssetsAssets after the Closing.

Appears in 1 contract

Samples: Merger Agreement (Casella Waste Systems Inc)

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