Governmental or Legal Action Sample Clauses

Governmental or Legal Action. No action, suit or proceeding shall be pending or threatened by any Governmental Authority and no Legal Requirement shall have been enacted, promulgated or issued or deemed applicable to any of the transactions contemplated by this Agreement by any Governmental Authority that would (a) prohibit Buyer's ownership or operation of all or a material portion of the System, the Business or the Assets or (b) prevent or make illegal the consummation of the transactions contemplated by this Agreement.
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Governmental or Legal Action. No action, suit or proceeding shall be pending or threatened by any Governmental Authority or other person and no law, rule or regulation or similar requirement shall have been enacted, promulgated or issued or deemed applicable to any of the transactions contemplated by this Agreement by any Governmental Authority or other person that would (a) prohibit Purchaser's ownership or operation of all or a material portion of the System or the Assets, (b) enjoin, prevent or make illegal the consummation of the transactions contemplated by this Agreement or (c) challenge, set aside or modify any authorization of the transactions provided for herein or any approvals, consents, waivers or authorizations made or described hereunder.
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Governmental or Legal Action. No action, suit or proceeding shall ---------------------------- be pending or threatened by any Governmental Authority or other Person and no Legal Requirement shall have been enacted, promulgated or issued or deemed applicable to any of the transactions contemplated by this Agreement by any Governmental Authority or other Person that would (a) prohibit Buyer' s ownership or operation of the System, the Business or the Assets or require Buyer to divest itself of the System or any of the Assets after the Closing Date, (b) result in the imposition of material damages against Buyer or any of its Affiliates in connection with the consummation of the transactions contemplated by this Agreement or (c) prevent or make illegal the consummation of the transactions contemplated by this Agreement.
Sample 1Sample 2
Governmental or Legal Action. No Legal Requirement shall have been enacted, promulgated or issued or deemed applicable to any of the transactions contemplated by this Agreement by any Governmental Authority that would (a) prohibit Buyer's ownership of the Litho Stock or (b) prevent or make illegal the consummation of the transactions contemplated by this Agreement.
Sample 1
Governmental or Legal Action. No action, suit, investigation, regulation, legislation or proceeding shall be pending, instituted, proposed or threatened that would (i) prohibit the BB Swap Parties’ ownership or operation of all or any material portion of the LLC-1 Systems, the LLC-1 Business or the LLC-1 Assets or (ii) prohibit or prevent the consummation of the transactions contemplated by this Agreement.
Sample 1
Governmental or Legal Action. No action, suit, investigation, regulation, legislation or proceeding shall be pending, instituted, proposed or threatened that would (i) prohibit Illinois LLC’s ownership or operation of all or any material portion of the BB Systems, or (ii) prohibit or prevent the consummation of the transactions contemplated by this Agreement.
Sample 1
Governmental or Legal Action. No action, suit, investigation, regulation, legislation or proceeding shall be pending, instituted, proposed or threatened that would (i) prohibit Mediacom’s ownership or operation of all or any material portion of the LLC-2 Systems, or (ii) prohibit or prevent the consummation of the transactions contemplated by this Agreement.
Sample 1
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Governmental or Legal Action. There shall not be (i) in effect any statute, rule, regulation, order, decree, judgment, writ, injunction, stipulation or determination issued, promulgated or entered by any Governmental Entity having competent jurisdiction (a “Governmental Order”) prohibiting the consummation of the Transactions contemplated by this Agreement, or (ii) any Actions (other than any Actions that are or were brought by (or at the direction of) Ascent, Buyer or any of their respective Affiliates, officers or directors) pending against or affecting Buyer, any of the Sold Entities or any of their respective Subsidiaries that purport to prohibit or restrain the Transactions by or before any court, administrative, governmental, arbitration, mediation or regulatory authority or body, domestic or foreign.
Sample 1
Governmental or Legal Action. There shall not be (i) in effect any Governmental Order prohibiting the consummation of the Transactions contemplated by this Agreement, or (ii) any Actions (other than any Actions that are or were brought by (or at the direction of) Seller, any Blocker Seller, any of the Sold Entities or any of their respective Affiliates, officers or directors), pending against or affecting any Seller, any Blocker Seller, any of the Sold Entities or any of their respective Subsidiaries that purport to prohibit or restrain the Transactions by or before any court, administrative, governmental, arbitration, mediation or regulatory authority or body, domestic or foreign.
Sample 1

Related to Governmental or Legal Action

  • Litigation; Governmental Orders (a) There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”) pending or, to Seller’s knowledge, threatened against or by the Company, Seller, or any Affiliate of Seller: (i) relating to or affecting the Company or any of the Company’s properties or assets; or (ii) that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

  • Legal Proceedings; Governmental Orders (a) There are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

  • No Governmental Action There shall not have been any action taken, or any law, rule, regulation, order, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by this Agreement by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the reasonable judgment of the Company:

  • Governmental Action All appropriate action required to have been taken prior to the Closing Date by the FAA, or any governmental or political agency, subdivision or instrumentality of the United States, in connection with the transactions contemplated by this Agreement shall have been taken, and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Closing Date in connection with the transactions contemplated by this Agreement shall have been issued.

  • No Governmental Proceeding or Litigation No suit, action, investigation, inquiry or other proceeding by any governmental body or other person or legal or administrative proceeding shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby.

  • Governmental Body “Governmental Body” shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or Entity and any court or other tribunal).

  • Governmental Entity “Governmental Entity” shall mean any federal, state, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or regulatory authority or administrative agency.

  • No Governmental Order No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the Merger or any of the other material transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Merger or any of the other transactions contemplated by this Agreement.

  • No Governmental Proceedings No action or proceeding has been commenced or threatened by any governmental agency to restrain or prohibit or invalidate the Transaction.

  • No Governmental Litigation There shall not be pending or threatened any Legal Proceeding in which a Governmental Body is or is threatened to become a party or is otherwise involved, and neither Parent nor the Company shall have received any communication from any Governmental Body in which such Governmental Body indicates the possibility of commencing any Legal Proceeding or taking any other action: (a) challenging or seeking to restrain or prohibit the consummation of the Merger or any of the other transactions contemplated by this Agreement; (b) relating to the Merger and seeking to obtain from the Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, any damages or other relief that may be material to the Company and Parent, taken as a whole, following the Merger; (c) seeking to prohibit or limit in any material respect Parent's ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Company; or (d) which would materially and adversely affect the right of the Company or Parent to own the assets or operate the business of Parent following the Merger.

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