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 or of the Buyer to own or use the Assets or operate the Business after the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ascent Pediatrics Inc), Asset Purchase Agreement (Ascent Pediatrics 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 or, to the knowledge of the Company, 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 and adversely affect the right of the Seller to transfer the Assets or of the Buyer to own or use the Assets or operate the Business Acquired Assets after the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Clarus Corp), Intellectual Property Rights Purchase Agreement (Clarus Corp)

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 to transfer the Assets or of the Buyer to own the Shares or use the Assets to own or operate the Business business of the Company after the Closing.

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 that shall seek to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which that might affect the right of the Seller to transfer the Assets or of the Buyer to own or use the Assets or operate the Business after the Closing.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Focus Enhancements Inc), Purchase and Sale Agreement (Focus Enhancements Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body shall have been instituted or or, to the knowledge of the Company, 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 and adversely affect the right of the Seller to transfer the Assets or of the Buyer to own or use the Assets or operate the Business Acquired Assets after the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Geac Computer Systems Inc), Intellectual Property Rights Purchase Agreement (Geac Computer 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 Seller Transferee to transfer own the Assets Shares or of the Buyer to own or use the Assets or operate the Business business of the Companies after the Closing.

Appears in 2 contracts

Samples: Stock and Asset Acquisition Agreement (Navisite Inc), Stock and Asset Acquisition Agreement (Navisite 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 Governmental Entity 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 of the Buyer to own or use the Acquired Assets or operate the Business after the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Satcon Technology Corp), Asset Purchase Agreement (Satcon Technology 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 of the Buyer to own or use the Assets or operate the Business 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 shall have been instituted or threatened by any governmental body or other person whatsoever or entity which shall seek seeks to restrain, prohibit or invalidate the transactions contemplated by this Agreement or which might materially adversely affect the right of the Seller to transfer the Assets or of the Buyer to own the Common Stock or use to own, operate or control the Assets Company, or operate which might subject the Business Company to any material liability after the Closing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (A1 Internet Com Inc), Stock Purchase Agreement (A1 Internet Com 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 Governmental Entity 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 a Seller to transfer the Assets or of the Buyer to own or use the Assets or operate the Business after the ClosingAcquired Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Satcon Technology 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 of the Buyer to own or use the Assets or operate the Business after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Satcon Technology 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 Governmental Entity 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 of the Buyer to own the Interest or use the Assets to own or operate the Business business of the Company and Forest-Starma after the Closing.

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 the agreements provided for herein or which might affect the right of the Seller to transfer the Assets or of the Buyer to own or use the Assets or operate the Business after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intrinsix Corp)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body Governmental Authority shall have been instituted or threatened 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 Seller to transfer the Assets Shares or to use the assets of the Buyer Company and the Subsidiary and/or the operation of the Company's and the Subsidiary's respective business by the Seller prior to own or use the Assets or operate the Business after the Closing.;

Appears in 1 contract

Samples: Stock Purchase Agreement (DealerTrack Holdings, 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 to transfer the Assets or of the Buyer to own or use the Assets or and/or operate the Business after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Synbiotics 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 of the Buyer to own or use the Purchased Assets or operate the Business after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (V I Technologies 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 Governmental Entity 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 of the Buyer to own or use the Assets or operate the Business after the ClosingAcquired Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Satcon Technology Corp)

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 Company, 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 of the Buyer to own or use the Assets or operate the Business Acquired Assets after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthgate Data 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 to transfer the Assets or of the Buyer Investor to own or use the Assets or operate the Business Shares after the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (C-Bridge Internet Solutions 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 to transfer the Assets or would affect the right of the Buyer to own or use acquire the Assets or operate the Business after the ClosingAssets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alphanet Solutions 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 Governmental Entity 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 of the Buyer to own the Shares or use the Assets to own or operate the Business business of PPL, PML and ECP after the Closing.

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 or of the Buyer Buyers to own the Shares or use the Assets own or operate the Business business of the Company and the Subsidiaries after the Closing.

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 impair the right of the Seller to transfer the Assets or of the Buyer to own or use the Assets or operate the Business after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bottomline Technologies 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 Seller to transfer the Assets or of the Buyer to own or use the Assets or operate the Business after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nucycle Therapy Inc)

Adverse Proceedings. No action or proceeding by or before any court or other governmental body Governmental Authority shall have been instituted or threatened 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 Seller to transfer the Assets or of the Buyer to own the Shares or use the Assets or operate assets of the Business Company and of the Subsidiary and/or the operation of the Company's and the Subsidiary's respective business by the Buyer after the Closing.;

Appears in 1 contract

Samples: Stock Purchase Agreement (DealerTrack Holdings, 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 to transfer the Assets or of the Buyer to own or use the Assets or operate the Business after the Closingdate hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alphanet Solutions Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Nashua 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 Merger or the transactions contemplated by this Agreement or which might affect the right of the Seller to transfer the Assets or of the Buyer to own or use the Assets or operate the Business after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Peritus Software Services 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 Governmental Entity 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 of the Buyer to own or use the Assets or operate the Business after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ss&c Technologies Inc)

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