Injunction; Litigation; Legislation. (i) None of the parties hereto shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Authority to restrain or prohibit, or to obtain damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Authority of (x) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the transactions contemplated hereby or (y) the actual commencement of such investigation, and (iv) no statute, rule or regulation shall have been promulgated or enacted by any Governmental Authority, which would prevent or make illegal the consummation of the transactions contemplated hereby.
Appears in 3 contracts
Samples: Partnership Interest Purchase Agreement (Navarre Corp /Mn/), Contribution Agreement (Platinum Research Organization, Inc.), Contribution Agreement (Platinum Research Organization, Inc.)
Injunction; Litigation; Legislation. (ia) None of the parties No party hereto shall be subject to any order or injunction (whether preliminary or permanent) restraining or prohibiting the consummation of the transactions contemplated herebyhereby or by the other Transaction Documents, (iib) no action or proceeding Claim shall have been instituted before any arbitrator, court or Governmental other Government Authority to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated herebyhereby or by the other Transaction Documents, (iiic) none of the parties hereto or any of their Affiliates shall have received written notice from any Governmental Government Authority of (xi) its intention to institute any action or proceeding Claim to restrain, enjoin or nullify this Agreement Agreement, the other Transaction Documents or the transactions contemplated herebyhereby or thereby, or to commence any investigation (other than a routine letter into the consummation of inquiry, including a routine civil investigative demand) into the transactions contemplated hereby or thereby, or (yii) the actual commencement of such a Claim or investigation, (d) there shall not be any pending or threatened Claim by any Person which could reasonably be expected to limit or materially adversely affect Buyer’s ability effectively to exercise full rights of ownership of the Membership Interests, and (iv) no action shall have been taken, and no statute, rule rule, regulation or regulation order shall have been promulgated or enacted by any Governmental Government Authority, which would prevent or make illegal the consummation of the transactions contemplated herebyhereby or thereby.
Appears in 2 contracts
Samples: Membership Interests Purchase Agreement (PNK Entertainment, Inc.), Membership Interests Purchase Agreement (Pinnacle Entertainment Inc.)
Injunction; Litigation; Legislation. (i) None of Neither the parties hereto Company, the LLC nor Seller shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Authority Entity to restrain or prohibit, or to obtain substantial damages from Seller or Stockholder in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Authority Entity of (xA) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (yB) the actual commencement of such investigation, investigation and (iv) no statute, rule or regulation shall have been promulgated or enacted by any Governmental AuthorityEntity, which would prevent or make illegal the consummation of the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock and Membership Interest Purchase Agreement (Saxton Inc)
Injunction; Litigation; Legislation. (i) None of the parties hereto Neither Seller nor Buyer shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Authority Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Authority Entity of (xA) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (yB) the actual commencement of such investigation, investigation and (iv) no statute, rule or regulation shall have been promulgated or enacted by any Governmental AuthorityEntity, which would prevent or make illegal the consummation of the transactions contemplated hereby.. (d)
Appears in 1 contract
Samples: Asset Purchase Agreement (Olin Corp)
Injunction; Litigation; Legislation. (i) None of Parent, the parties hereto Sellers, AlliedSignal and Buyer shall not be subject to any order or injunction by any Governmental Entity restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Authority Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Authority Entity of (x) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (y) the actual commencement of such investigation, investigation and (iv) no statute, rule or regulation Law shall have been promulgated or enacted by any Governmental AuthorityEntity, which would prevent or make illegal the consummation of the transactions contemplated hereby.
Appears in 1 contract
Injunction; Litigation; Legislation. (i) None of the parties hereto Neither Seller nor ----------------------------------- Buyer shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Authority Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Authority Entity of (xA) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (yB) the actual commencement of such investigation, investigation and (iv) no statute, rule or regulation shall have been promulgated or enacted by any Governmental AuthorityEntity, which would prevent or make illegal the consummation of the transactions contemplated hereby.
Appears in 1 contract
Injunction; Litigation; Legislation. (i) None of Parent, the parties hereto Sellers, AlliedSignal and Buyer shall not be subject to any order or injunction by any Governmental Entity restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Authority Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Authority Entity of (x) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (y) the actual commencement of such investigation, investigation and (iv) no statute, rule or regulation Law shall have been promulgated or enacted by any Governmental AuthorityEntity, which would prevent or make illegal the consummation of the transactions contemplated hereby.. (f)
Appears in 1 contract
Injunction; Litigation; Legislation. (i) None of Parent, the parties hereto Companies, AlliedSignal and Buyer shall not be subject to any order or injunction by any Governmental Entity restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Authority Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto or any Seller Subsidiary shall have received written notice from any Governmental Authority Entity of (x) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (y) the actual commencement of such investigation, investigation and (iv) no statute, rule or regulation Law shall have been promulgated or enacted by any Governmental AuthorityEntity, which would prevent or make illegal the consummation of the transactions contemplated hereby.. (e)
Appears in 1 contract
Injunction; Litigation; Legislation. (i) None of Parent, the parties hereto Companies, AlliedSignal and Buyer shall not be subject to any order or injunction by any Governmental Entity restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Authority Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto or any Seller Subsidiary shall have received written notice from any Governmental Authority Entity of (x) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (y) the actual commencement of such investigation, investigation and (iv) no statute, rule or regulation Law shall have been promulgated or enacted by any Governmental AuthorityEntity, which would prevent or make illegal the consummation of the transactions contemplated hereby.
Appears in 1 contract
Injunction; Litigation; Legislation. (i) None of the parties hereto shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Government Authority to restrain or prohibit, or to obtain substantial damages from the Company or the Principal Shareholders in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Government Authority of (xA) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (yB) the actual commencement of such investigation, and (iv) no statute, rule or regulation shall have been promulgated or enacted by any Governmental Government Authority, which would prevent or make illegal the consummation of the transactions contemplated hereby.
Appears in 1 contract
Injunction; Litigation; Legislation. (i) None of the parties hereto Neither Seller nor Purchaser shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated herebyhereby to occur at the WMATA Closing, (ii) no action or proceeding shall have been instituted before any court or Governmental Government Authority to restrain or prohibit, or to obtain substantial damages from Seller in respect of, the consummation of the transactions contemplated herebyhereby to occur at the WMATA Closing, (iii) none neither of the parties Parties hereto shall have received written notice from any Governmental Government Authority of (xA) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated herebyhereby to occur at the WMATA Closing, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby to occur at the WMATA Closing or (yB) the actual commencement of such investigation, and (iv) no statute, rule or regulation shall have been promulgated or enacted by any Governmental Government Authority, which would prevent or make illegal the consummation of the transactions contemplated herebyhereby to occur at the WMATA Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Clean Energy Fuels Corp.)
Injunction; Litigation; Legislation. (ia) None of the parties No party hereto shall be subject to any order or injunction (whether preliminary or permanent) restraining or prohibiting the consummation of the transactions contemplated herebyhereby or by the other Transaction Documents, (iib) no action or proceeding Claim shall have been instituted before any arbitrator, court or Governmental other Government Authority to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated herebyhereby or by the other Transaction Documents, (iiic) none of the parties hereto or any of their Affiliates shall have received written notice from any Governmental Government Authority of (xi) its intention to institute any action or proceeding Claim to restrain, enjoin or nullify this Agreement Agreement, the other Transaction Documents or the transactions contemplated herebyhereby or thereby, or to commence any investigation (other than a routine letter into the consummation of inquiry, including a routine civil investigative demand) into the transactions contemplated hereby or thereby, or (yii) the actual commencement of such a Claim or investigation, (d) there shall not be any pending or threatened Claim by any Person which could reasonably be expected to limit or materially adversely affect Buyer’s ability effectively to exercise full rights of ownership of the Membership Interests, and (ive) no action shall have been taken, and no statute, rule rule, regulation or regulation order shall have been promulgated or enacted by any Governmental Government Authority, which would prevent or make illegal the consummation of the transactions contemplated herebyhereby or thereby.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Ameristar Casinos Inc)
Injunction; Litigation; Legislation. (i) None of Parent, the parties hereto Sellers, ----------------------------------- AlliedSignal and Buyer shall not be subject to any order or injunction by any Governmental Entity restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Authority Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Authority Entity of (x) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (y) the actual commencement of such investigation, investigation and (iv) no statute, rule or regulation Law shall have been promulgated or enacted by any Governmental AuthorityEntity, which would prevent or make illegal the consummation of the transactions contemplated hereby.
Appears in 1 contract
Injunction; Litigation; Legislation. (i) None of the parties hereto Seller shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Authority Entity to restrain or prohibit, or to obtain substantial damages from Seller in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Authority Entity of (xA) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (yB) the actual commencement of such investigation, investigation and (iv) no statute, rule or regulation shall have been promulgated or enacted by any Governmental AuthorityEntity, which would prevent or make illegal the consummation of the transactions contemplated hereby.
Appears in 1 contract
Injunction; Litigation; Legislation. (i) None of Parent, the parties hereto Sellers, AlliedSignal and Buyer shall not be subject to any order or injunction by any Governmental Entity restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Authority Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Authority Entity of (x) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (y) the actual commencement of such investigation, and (iv) no statutethere shall not be any pending or threatened litigation, rule suit, action or regulation shall have been promulgated or enacted proceeding by any Governmental Authority, party which would prevent reasonably be expected to limit or make illegal the consummation materially adversely affect Buyer's ownership of the transactions contemplated hereby.Purchased Assets or the Buyer under the Aerospace Agreement's
Appears in 1 contract
Injunction; Litigation; Legislation. (i) None of Parent, the parties hereto Companies, ----------------------------------- AlliedSignal and Buyer shall not be subject to any order or injunction by any Governmental Entity restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Authority Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto or any Seller Subsidiary shall have received written notice from any Governmental Authority Entity of (x) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (y) the actual commencement of such investigation, investigation and (iv) no statute, rule or regulation Law shall have been promulgated or enacted by any Governmental AuthorityEntity, which would prevent or make illegal the consummation of the transactions contemplated hereby.
Appears in 1 contract