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 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
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
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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

  • 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. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

  • No Governmental Action No investigation, action or proceeding shall have been commenced by the Department of Justice or Federal Trade Commission or any other governmental entity challenging or seeking to enjoin the consummation of this transaction and neither Buyer nor Seller shall have been notified of a present intention by the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice, the Director of the Bureau of Competition of the Federal Trade Commission or any governmental entity (or their respective agents or designees) to commence, or recommend the commencement of, such an investigation, action or proceeding.

  • Governmental Action Governmental Action means the destruction, confiscation or seizure of property described in Coverage A, B or C by order of any governmental or public authority. This exclusion does not apply to such acts ordered by any governmental or public authority that are taken at the time of a fire to prevent its spread, if the loss caused by fire would be covered under this policy.

  • 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 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: (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 Parent or any of its subsidiaries any damages that may be material to Parent; (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 Surviving Corporation; or (d) which would materially and adversely affect the right of Parent, the Surviving Corporation or any subsidiary of Parent to own the assets or operate the business of the Company.

  • Litigation; Governmental Proceedings There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or in connection with the Company’s listing application for the listing of the Public Securities on the Exchange.

  • No Litigation Threatened No action or proceedings shall have been instituted or threatened before a court or other government body or by any public authority to restrain or prohibit any of the transactions contemplated hereby.

  • Governmental Actions No Governmental Action is or will be required in connection with the execution, delivery or performance by it, or the consummation by it of the transactions contemplated by this Agreement or any other Loan Document to which it is, or is to become, a party other than such Borrower’s Approval, as applicable, which has been duly issued and is in full force and effect.

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