Common use of Claims Clause in Contracts

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effect.

Appears in 16 contracts

Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)

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Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have the business, assets (including intangible assets), financial condition or results of operations of the Parent, taken as a Material Adverse Effectwhole.

Appears in 13 contracts

Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effect.

Appears in 7 contracts

Samples: Share Acquisition Agreement (Growth Stalk Holdings Corp), Share Acquisition Agreement (Growth Stalk Holdings Corp), Share Acquisition Agreement (Growth Stalk Holdings Corp)

Claims. There shall not have occurred any third-party claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effect.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Tut Systems Inc), Agreement and Plan of Reorganization (Cybergold Inc), Agreement and Plan of Reorganization (Tut Systems Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effectthe Business, the Seller Assets or financial condition of Seller or Buyer.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Powercerv Corp), Asset Purchase Agreement (Powercerv Corp), Asset Purchase Agreement (Asa International LTD)

Claims. There No claims shall not have occurred any claims been asserted (whether or not ------ asserted in litigation) which may might materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effectthe business assets (including intangible assets), financial condition or results of operations of the Company.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Monaco Coach Corp /De/), Stock Purchase Agreement (Monaco Coach Corp /De/), Stock Purchase Agreement (Monaco Coach Corp /De/)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effectthe Assets.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Intelius Inc), Asset Purchase Agreement (Credence Systems Corp), Asset Purchase Agreement (Summit Design Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) ), which may materially and adversely affect have a Material Adverse Effect upon the consummation of the transactions contemplated hereby or may have a Material Adverse Effectthe business, assets (including intangible assets), common stock, financial condition or results of operations of Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Critical Home Care Inc), Asset Purchase Agreement (Critical Home Care Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which other than those, if any, as set forth in the Company Disclosure Schedule that may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effect.

Appears in 2 contracts

Samples: Share Acquisition Agreement (New Era of Networks Inc), Share Acquisition Agreement (New Era of Networks Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effectthe Business, the Assets or financial condition of Seller or Buyer.

Appears in 2 contracts

Samples: Stock Acquisition Agreement (Probusiness Services Inc), Agreement and Plan of Reorganization (Probusiness Services Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have the business, assets (including intangible assets), financial condition or results of operations of Parent and its subsidiaries, taken as a Material Adverse Effectwhole.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Tut Systems Inc), Agreement and Plan of Reorganization (Tut Systems Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) ), which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effectthe Business, the Acquired Assets or financial condition of Seller or Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Photogen Technologies Inc), Asset Purchase Agreement (Alliance Pharmaceutical Corp)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effectthe Assets or financial condition of Seller.

Appears in 2 contracts

Samples: Voting Agreement (Neomagic Corp), Voting Agreement (Neomagic Corp)

Claims. There shall will not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effect.material adverse effect on Xxxxxxx. (c)

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Golden Soil Inc), Agreement and Plan of Reorganization (Golden Soil Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effecthereby.

Appears in 2 contracts

Samples: Voting Agreement (Neomagic Corp), Voting Agreement (Neomagic Corp)

Claims. There shall not have occurred any claims (whether or not ------ asserted or unasserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may could reasonably be anticipated to have a Material Adverse EffectEffect on the Company, its subsidiaries or the Surviving Corporation.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Splash Technology Holdings Inc), Agreement and Plan of Reorganization (Splash Technology Holdings Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted or unasserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effectthe business, assets (including intangible assets), financial condition or results of operations of Splash.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Splash Technology Holdings Inc), Agreement and Plan of Reorganization (Splash Technology Holdings Inc)

Claims. There shall not have occurred any claims (whether Claims(whether or not ------ or not asserted in litigation) which that may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse EffectEffect on the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Gateway International Holdings Inc)

Claims. There shall not have occurred any third-party claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse EffectEffect on the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Tibco Software Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or by any of the Related Agreements, or which may have a Material Adverse Effectmaterially and adversely affect the assets (including intangible assets), financial condition or results of operations of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (SCM Microsystems Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Company Material Adverse Effect or Surviving Corporation Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usweb Corp)

Claims. There shall not have occurred any claims (whether asserted or not ------ asserted unasserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may could reasonably be anticipated to have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (SCM Microsystems Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted or unasserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effectthe business, assets (including intangible assets), financial condition or results of operations of Xxxxxx.

Appears in 1 contract

Samples: Stock Purchase Agreement (Somera Communications Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Seller Material Adverse Effect. There shall be no bona fide action, suit, claim or proceeding of any nature pending, or overtly threatened, against the Buyer or the Seller, their respective properties or any of their officers or directors, arising out of, or in any way connected with, the Acquisition or the other transactions contemplated by the terms of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Concentric Network Corp)

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Claims. There shall not have occurred any claims (whether or ------ not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effectmaterial adverse effect on GoodNoise.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Goodnoise Corp)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may which are reasonably likely to have a Material Adverse EffectEffect on the Company.

Appears in 1 contract

Samples: Share Purchase Agreement (Carsdirect Com Inc)

Claims. There shall not have occurred any written claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby by this Agreement or may have a Material Adverse Effectthe Related Documents or materially adversely affect the business, earnings, prospects, properties or condition (financial or other) of the Company.

Appears in 1 contract

Samples: Ivillage Inc

Claims. There shall not have occurred any third-party claims ------ (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Tut Systems Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted or unasserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may could reasonably be anticipated to have a Material Adverse EffectEffect on the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Somera Communications Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effect.Effect on the Company. (c)

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Infoseek Corp /De/)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effectthe business assets (including intangible assets), financial condition or results of operations of the Company.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Scientific Technologies Inc)

Claims. There shall not have occurred any third-party claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effecthereby.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Tibco Software Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) of any kind which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effectthe business, assets (including intangible assets), financial condition or results of operations of FloridaCo or DelawareCo.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Shopping Sherlock Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effectthe Business or the Assets of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mypoints Com Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) ------ litigation which may materially and adversely affect the consummation of the transactions contemplated hereby or may have the business, assets (including intangible assets), financial condition or results of operations of Parent and its subsidiaries, taken as a Material Adverse Effectwhole.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Tut Systems Inc)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effect. (k) [sub-paragraph intentionally omitted].

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Inference Corp /Ca/)

Claims. There shall not have occurred any claims (whether or not ------ asserted in litigation) which may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Parent Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Usweb Corp)

Claims. There shall not have occurred any claims Claims (whether ------ or not ------ asserted in litigation) which that may materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse EffectEffect on the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Gateway International Holdings Inc)

Claims. There shall not have occurred any written claims or threatened litigation against Buyer (whether or not ------ asserted in litigation) which may would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated hereby or may have a Material Adverse Effecthereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Interlink Computer Sciences Inc)

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