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 Buyer to own or use the Assets after the Closing.

Appears in 11 contracts

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

AutoNDA by SimpleDocs

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 Buyer to own or use the Assets after the ClosingAgreement.

Appears in 11 contracts

Samples: Asset Purchase Agreement (Ace Cash Express Inc/Tx), Asset Purchase Agreement (Amtech Systems Inc), Asset Purchase Agreement (Amtech Systems 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 Buyer Stockholders to own or use transfer the Assets after the ClosingShares.

Appears in 4 contracts

Samples: Stock Purchase Agreement (On Technology Corp), Stock Purchase Agreement (Switchboard Inc), Stock Purchase Agreement (Lifeline Systems 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 Buyer to own the Shares or use to own or operate the Assets business of the Company and the Subsidiaries after the Closing.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Breed Technologies Inc), Stock Purchase Agreement (Mechanical Technology Inc), 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 the Buyer Company to own or use transfer the Assets after the ClosingAcquired Assets.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Healthgate Data Corp), Asset Purchase Agreement (Geac Computer Systems Inc), Intellectual Property Rights Purchase Agreement (Geac Computer Systems Inc)

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

Appears in 3 contracts

Samples: Settlement Agreement (Mercury Air Group Inc), Settlement Agreement (Mercury Air Group Inc), Settlement Agreement (Mercury Air 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 Buyer to own the Shares or use to own or operate the Assets business of the Company after the Closing.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Switchboard Inc), Stock Purchase Agreement (Lifeline Systems Inc), Stock Purchase Agreement (Open Market 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 Buyer Seller to own or use transfer the Assets after the ClosingShares.

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 Person whatsoever which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of Purchaser to own the Buyer Shares or to own or use operate the Assets business of the Company after the Closing.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Cardinal Financial Corp), Membership Interest Purchase Agreement (United Bankshares Inc/Wv)

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 rights of the Buyer to own or use the Assets after the ClosingSeller contemplated by this Agreement.

Appears in 2 contracts

Samples: Asset Purchase and License Agreement (Micrografx Inc), Asset Purchase and License Agreement (Micrografx 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 Buyer to own or use the Assets after the Closing.Seller

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ascent Pediatrics Inc), Asset Purchase Agreement (Ascent Pediatrics 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 Buyer Company to own or use transfer the Assets after the ClosingAssets.

Appears in 2 contracts

Samples: Purchase Agreement (Penwest Pharmaceuticals Co), Purchase Agreement (Penwest Pharmaceuticals Co)

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 Buyer Stockholder to own or use transfer the Assets after the ClosingShares.

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 Buyer to own or use purchase the Assets after the ClosingShares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sunlink Health Systems Inc)

Adverse Proceedings. No action action, suit or proceeding by or before any court or other governmental body shall have been instituted or threatened by any governmental body or other person whatsoever other than a party hereto 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 or use the Assets after the ClosingAgreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Oak Industries Inc)

Adverse Proceedings. No action or proceeding by or before any ------------------- court or other governmental body shall have been instituted or threatened 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 could be reasonably expected to affect the right ability of Seller to consummate the Buyer to own or use the Assets after the Closingtransactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Encore Medical Corp)

AutoNDA by SimpleDocs

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 Buyer Company to own or use issue and deliver the Assets after the ClosingShares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Meridian National 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 Buyer Sellers to own or use transfer the Assets after the ClosingProperty.

Appears in 1 contract

Samples: Purchase Agreement (Ski Lifts Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or or, to the best knowledge of the parties hereto, threatened by any governmental body or person whatsoever (i) which shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might affect Agreement, including the right of the Buyer to own or use the Assets after the Closing.Merger or

Appears in 1 contract

Samples: Merger Agreement (Brooktrout Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body Governmental Authority shall have been instituted or, to the Parent’s or the Company’s knowledge, threatened in writing by any governmental body Governmental Authority or person 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 or use the Assets after the ClosingAgreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Carbonite 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, restrain prohibit or invalidate the transactions contemplated by this Agreement or which might affect the right of the Buyer to own or use the Assets after the ClosingAgreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lydall Inc /De/)

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 Buyer Seller to own transfer the Interest or use consummate the Assets after the Closingother transactions contemplated by this Agreement.

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 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 could be reasonably expected to materially affect the right ability of the Buyer to own or use consummate the Assets after the Closingtransactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Encore Medical 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 Buyer to own or use the Assets after the ClosingEffective Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hie 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 Merger or the other transactions contemplated by this Agreement or which might affect the right and Plan of the Buyer to own or use the Assets after the ClosingMerger.

Appears in 1 contract

Samples: Merger 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 Buyer Inclusion to own or use the Assets after the Closingdate hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (I Incubator Com Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!