Legal Proceedings; Injunctions Sample Clauses

Legal Proceedings; Injunctions etc. At the Closing Date, there shall be no judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality or arbitrator outstanding against the Company Parent or the Subsidiary which prohibits, restricts or delays the consummation of the transactions contemplated by this Agreement; and at the Closing Date there shall be no pending lawsuit, claim or legal action involving the Company or Parent or the Subsidiary relating to the transactions contemplated by this Agreement which could or would adversely affect such transaction or the Company.
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Legal Proceedings; Injunctions. (a) The Seller, the Buyer and the Company shall use commercially reasonable efforts (subject to the proviso in Section 5.6(b)) to cooperate with each other in connection with any claim, action, suit, proceeding, inquiry or investigation with any other person which relates to the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder. (b) Without limiting the generality or effect of any other provision hereof, if any United States, state or foreign court having jurisdiction over any party issues or otherwise promulgates any Order prior to the Closing which prohibits the consummation of the transactions contemplated hereby, the parties will use commercially reasonable efforts to have such Order dissolved or otherwise eliminated as promptly as possible and, prior to or after the Closing, to pursue the underlying litigation diligently and in good faith; provided, however, that in no event will such commercially reasonable efforts require either party as a condition to or as a result of dissolving or eliminating such Order to pay damages, other than any incidental costs of such litigation, or to accept any hold-separate order, agree to any divestiture or any limitation on the conduct by the Buyer, the Company or any of its Subsidiaries, or the Seller of their respective businesses or other action which would have an adverse effect on the value to the Buyer or to the Seller of the transactions contemplated by this Agreement; provided, further, if such Order is the result of, or primarily related to, the Buyer's acquisition of, or announced intention to acquire or pursue the acquisition of or enter into any business combination or joint venture with, an entity or entities other than the Company and its Subsidiaries (which acquisition or announcement is made after the date of this Agreement), the Buyer shall agree to accept any hold-separate order, divestiture order or other limitation on the conduct of the Buyer or its business or any other commercially reasonable action, whether or not such action may have an adverse effect on the value to the Buyer of the transactions contemplated by this Agreement.
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Legal Proceedings; Injunctions. (a) Standard Pacific, HON and ------------------------------ Panel Concepts shall use all commercially reasonable efforts to cooperate with each other in connection with any claim, action, suit, proceeding, inquiry or investigation with any other Person which relates to the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder. (b) Without limiting the generality or effect of any other provision hereof, if any United States, state or foreign court having jurisdiction over any party issues or otherwise promulgates any Order prior to the Closing which prohibits the consummation of the transactions contemplated hereby, the parties will use their best efforts to have such Order dissolved or otherwise eliminated as promptly as possible and, prior to or after the Closing, to pursue the underlying litigation diligently and in good faith; provided, however, that in -------- ------- no event will such efforts require either party as a condition to or as a result of dissolving or elimination such Order to pay damages, other than any incidental costs of such litigation, or to accept any hold-separate order, agree to any divestiture or any limitation on the conduct by HON, Panel Concepts, or Standard Pacific of their respective businesses or other action which would have an adverse effect on the value to HON or Standard Pacific of the transactions contemplated by this Agreement.
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Related to Legal Proceedings; Injunctions

  • Legal Proceedings; Orders (a) There is no pending Proceeding: (i) that has been commenced by or against the Acquired Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Acquired Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions. To Sellers’ Knowledge, (1) no such Proceeding has been Threatened, and (2) no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding. Seller Parties have made available to Purchaser in the Data Room copies of all pleadings, correspondence, and other documents relating to each Proceeding listed in Part 3.14(a) of the Seller Parties Disclosure Schedule. The Proceedings listed in Part 3.14(a) of the Seller Parties Disclosure Schedule could not reasonably be expected to have a Material Adverse Effect. (b) There is no Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (c) No officer, director, agent, or employee of the Acquired Company is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Acquired Company. (d) The Acquired Company is, and at all times has been, in full compliance with all of the terms and requirements of each Order to which it, or any of the assets owned or used by it, is or has been subject. (e) No event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is subject. (f) The Acquired Company has not received, at any time, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any term or requirement of any Order to which the Acquired Company, or any of the assets owned or used by the Acquired Company, is or has been subject.

  • 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.

  • Legal Proceedings, Etc There are no unsatisfied liabilities for Taxes with respect to any notice of deficiency or similar document received by the Company or any Subsidiary with respect to any Tax (other than liabilities for Taxes asserted under any such notice of deficiency or similar document which are being contested in good faith by the Company or a Subsidiary and with respect to which adequate reserves for payment have been established).

  • Legal Proceedings Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Legal Proceedings; Contracts Except as described in the Registration Statement, the Disclosure Package and the Final Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company or any of its subsidiaries, which would reasonably be expected to result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or might materially affect the properties or assets thereof; and there are no contracts or documents of the Company or any of its subsidiaries which are required to be filed as exhibits to the Registration Statement by the Securities Act or by the Securities Act Regulations which have not been so filed.

  • No Legal Proceedings No suit, action or other legal or administrative proceedings before any court or other governmental agency shall be pending or threatened seeking to enjoin the consummation of the Transactions contemplated hereby.

  • Suits, Actions, Proceedings If an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of Loans pursuant to any of the foregoing provisions of this Section 9.2, the Agent or any Bank, if owed any amount with respect to the Loans, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the other Loan Documents, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent or such Bank; and

  • 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.

  • Actions; Proceedings There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will, if determined adversely to the Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement.

  • Language of Proceedings a) Where a dispute arises uniquely under a collective agreement in the French language, the documentation shall be provided, and the proceedings conducted in French. Interpretative and translation services shall be provided accordingly to ensure that non-francophone participants are able to participate effectively. b) Where such a dispute is filed: i. The decision of the committee shall be available in both French and English. ii. Mediation and arbitration shall be conducted in the French language with interpretative and translation services provided accordingly. c) Arbitration decisions and settlements that may have an impact on French language school boards shall be translated accordingly.

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