Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 48 contracts
Samples: Asset Purchase Agreement (Item 9 Labs Corp.), Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Membership Interest Purchase Agreement (NewAge, Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 25 contracts
Samples: Asset Purchase Agreement (Adamas One Corp.), Asset Purchase Agreement (P&f Industries Inc), Equity Interest Purchase Agreement (Worthington Industries Inc)
Legal Proceedings. There are no claims, actions, suits, claims, proceedings or investigations or other legal proceedings pending or, to Buyer’s 's knowledge, threatened against threatened, by or by Buyer before any Governmental Authority, or any Affiliate arbitrator, by, against, affecting or relating to Buyer which, if adversely determined, would restrain or enjoin the consummation of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementAgreement or declare unlawful the transactions or events contemplated by this Agreement or cause any of such transactions to be rescinded.
Appears in 10 contracts
Samples: Reorganization Agreement (Charter Communications Inc /Mo/), Asset Purchase Agreement (Charter Communications Inc /Mo/), Asset Purchase Agreement (Mediacom Communications Corp)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s 's knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 9 contracts
Samples: Asset Purchase Agreement (Arcadia Biosciences, Inc.), Securities Purchase Agreement, Securities Purchase Agreement
Legal Proceedings. There are no claims, actions, suits, claims, ----------------- proceedings or investigations or other legal proceedings pending or, to Buyer’s knowledge's Knowledge, threatened threatened, by or before any Governmental Authority, or any arbitrator, by or against or by affecting or relating to Buyer which, if adversely determined, would restrain or any Affiliate enjoin the consummation of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementAgreement or declare unlawful the transactions or events contemplated by this Agreement or cause any of such transactions to be rescinded.
Appears in 8 contracts
Samples: Asset Purchase Agreement (Ids Jones Growth Partners 89-B LTD), Asset Purchase Agreement (Cable Tv Fund 14-a LTD), Asset Purchase Agreement (Jones Growth Partners L P)
Legal Proceedings. There are no claims, actions, suits, claims, proceedings ----------------- or investigations or other legal proceedings pending or, to Buyer’s knowledge's Knowledge, threatened threatened, by or before any Governmental Authority, or any arbitrator, by or against or by affecting or relating to Buyer which, if adversely determined, would restrain or any Affiliate enjoin the consummation of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementAgreement or declare unlawful the transactions or events contemplated by this Agreement or cause any of such transactions to be rescinded.
Appears in 7 contracts
Samples: Asset Purchase Agreement (Jones Cable Income Fund 1-C LTD), Asset Purchase Agreement (Jones Cable Income Fund 1-C LTD), Asset Purchase Agreement (Jones Cable Income Fund 1-C LTD)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings Actions pending or, to BuyerSeller’s knowledge, threatened against or by Buyer Seller or any Affiliate of Buyer Seller that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreementthe Transaction Agreements.
Appears in 6 contracts
Samples: Master Framework Agreement (Dupont E I De Nemours & Co), Master Framework Agreement (Dupont E I De Nemours & Co), Master Framework Agreement (Scotts Miracle-Gro Co)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to BuyerTRIBUTE’s knowledgeKnowledge, threatened against or by Buyer or any Affiliate of Buyer TRIBUTE that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Aralez Pharmaceuticals Inc.), Asset Purchase Agreement (Aralez Pharmaceuticals Inc.), Asset Purchase Agreement (Aralez Pharmaceuticals Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledgeKnowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 5 contracts
Samples: Asset Purchase Agreement (Esports Entertainment Group, Inc.), Share Purchase Agreement, Asset Purchase Agreement (Neogenomics Inc)
Legal Proceedings. There are is no actionsaction, suitssuit, claims, investigations proceeding or other legal proceedings investigation pending (or, to the knowledge of Buyer’s knowledge, threatened threatened) against Buyer in, before or by Buyer any court, administrative agency or any Affiliate arbitrator affecting the ability of Buyer that challenge to carry out the provisions of this Agreement or seek to prevent, enjoin or otherwise delay the Stockholders' Agreement and the transactions contemplated by this Agreementthereby.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Regent Communications Inc), Stock Purchase Agreement (Regent Communications Inc), Stock Purchase Agreement (Regent Communications Inc)
Legal Proceedings. There are no actions, suits, claims, investigations Actions or other legal proceedings pending or, to Buyer’s knowledge, threatened in writing against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Jupiter Wellness, Inc.), Asset Purchase Agreement (Digerati Technologies, Inc.), Assignment and Assumption Agreement (U.S. Rare Earth Minerals, Inc)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the Knowledge of Buyer’s knowledge, threatened in writing against Buyer before any court, arbitrator, or by Buyer governmental or any Affiliate of Buyer regulatory body or authority that challenge or seek to could prevent, enjoin delay or otherwise delay adversely affect the consummation of the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Atlas Resource Partners, L.P.)
Legal Proceedings. There are no actions, suits, claims, investigations proceedings or other legal proceedings orders pending or, or (to the knowledge of Buyer’s knowledge, ) threatened against or by affecting Buyer or any Affiliate of its affiliates at law or in equity, or before or by any Governmental Authority, and neither Buyer that challenge nor any of its affiliates is subject to any Order which would or seek seeks to preventenjoin, enjoin rescind, or otherwise delay the transactions contemplated by this Agreement or otherwise hinder Buyer from timely complying with the terms and provisions of this Agreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Datameg Corp), Stock Purchase Agreement (Datameg Corp), Stock Purchase Agreement (Pemco Aviation Group Inc)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to BuyerSeller’s knowledge, threatened against or by Buyer or any Affiliate of Buyer Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Synergy CHC Corp.), Stock Purchase Agreement (Synergy CHC Corp.), Stock Purchase Agreement (Synergy CHC Corp.)
Legal Proceedings. There are no actions, suitssuits or proceedings pending, claimsor to Buyer’s knowledge, investigations threatened, against Buyer before any court, arbitrator or other legal proceedings pending oradministrative or governmental body that, if adversely determined, would hinder or prevent Buyer’s ability to carry out the transactions contemplated by this Agreement, and, to Buyer’s knowledge, threatened against there is no basis for any such suits or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreementproceedings.
Appears in 4 contracts
Samples: Asset Sale Agreement (Cronos Global Income Fund Xvi Lp), Asset Sale Agreement (Cronos Global Income Fund Xvi Lp), Asset Sale Agreement (Cronos Global Income Fund Xv Lp)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the Knowledge of Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Sequential Brands Group, Inc.), Asset Purchase Agreement (Joe's Jeans Inc.), Asset Purchase Agreement (Joe's Jeans Inc.)
Legal Proceedings. There are no actions, suits, claimsor proceedings, investigations whether civil, criminal or other legal proceedings administrative, pending or, to Buyer’s Purchaser's best knowledge, threatened against or by Buyer or any Affiliate affecting Purchaser which could have a material adverse effect on the consummation of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreementhereby.
Appears in 4 contracts
Samples: Purchase and Assumption Agreement (Arrow Financial Corp), Purchase and Assumption Agreement (Webster Financial Corp), Purchase and Assumption Agreement (Eagle Financial Corp)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyerthe Trust’s knowledge, threatened against or by Buyer or any Affiliate of Buyer the Trust that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Synergy CHC Corp.), Stock Purchase Agreement (Synergy CHC Corp.), Stock Purchase Agreement (Synergy CHC Corp.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to BuyerPurchaser’s knowledge, threatened against or by Buyer Purchaser or any Affiliate of Buyer Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Precision Optics Corporation, Inc.), Asset Purchase Agreement (F3 Platform Biologics INC), Asset Purchase Agreement (Checkpoint Systems Inc)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Famous Daves of America Inc), Asset Purchase Agreement (Famous Daves of America Inc), Stock Purchase Agreement (Coeur Mining, Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings Actions pending or, to BuyerAcquiror’s knowledge, threatened against or by Buyer Acquiror or any Affiliate of Buyer Acquiror that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementTransactions.
Appears in 3 contracts
Samples: Stock Acquisition Agreement (Optimus Healthcare Services, Inc.), Stock Acquisition Agreement (Madison Technologies Inc.), Stock Acquisition Agreement (Charge Enterprises, Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementTransactions.
Appears in 3 contracts
Samples: Unit Purchase Agreement (Charge Enterprises, Inc.), Stock Purchase Agreement (Charge Enterprises, Inc.), Stock Purchase Agreement (Charge Enterprises, Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings Actions pending or, to the Knowledge of the Buyer’s knowledge, threatened by or against or by the Buyer or any Affiliate of the Buyer that challenge or seek to prevent, restrain or enjoin or otherwise delay the transactions contemplated by this Agreementconsummation of the Contemplated Transactions.
Appears in 2 contracts
Samples: Asset Purchase Agreement (STRATA Skin Sciences, Inc.), Asset Purchase Agreement (STRATA Skin Sciences, Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, or threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Wavedancer, Inc.), Asset Purchase Agreement (DropCar, Inc.)
Legal Proceedings. There are is no actionsaction, suitssuit, claims, investigations proceeding or other legal proceedings investigation pending (or, to the knowledge of Buyer’s knowledge, threatened threatened) against Buyer in, before or by Buyer any court, administrative agency or any Affiliate arbitrator affecting the ability of Buyer that challenge or seek to prevent, enjoin or otherwise delay carry out the provisions of this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Regent Communications Inc), Stock Purchase Agreement (Regent Communications Inc)
Legal Proceedings. There are no suits, actions, suitsproceedings, claims, claims or investigations or other legal proceedings pending or, to the knowledge of Holding and Buyer’s knowledge, threatened against threatened, challenging the validity or by Buyer or any Affiliate of Buyer that challenge or seek to preventpropriety of, enjoin or otherwise delay relating to or involving, this Agreement or the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Samples: Share Purchase Agreement (Clientlogic Corp), Share Purchase Agreement (Intersil Holding Co)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to either Buyer’s knowledge, threatened against or by either Buyer or any Affiliate of either Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (VivoPower International PLC)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledgeor Parent’s Knowledge, threatened against or by Buyer Buyer, Parent or any Affiliate of Buyer their respective Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementTransactions.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (SFX Entertainment, INC), Membership Interest Purchase Agreement (SFX Entertainment, INC)
Legal Proceedings. There are is no actions, suits, claims, investigations or other legal proceedings Action of any nature pending or, to Buyer’s knowledge, threatened against or by Buyer that challenges or any Affiliate of Buyer that challenge or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Bebe Stores, Inc.), Asset Purchase Agreement (Cambium Learning Group, Inc.)
Legal Proceedings. There are no actionsproceedings pending, suits, claims, investigations or other legal proceedings pending threatened or, to Buyer’s 's knowledge, threatened contemplated against Buyer before or by Buyer or any Affiliate of Buyer governmental authority, that challenge or seek to preventseeks an order restraining, enjoin enjoining or otherwise delay prohibiting or making illegal any of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (TransCoastal Corp), Stock Purchase Agreement (Claimsnet Com Inc)
Legal Proceedings. There To Buyer's knowledge, there are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, or threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Concierge Technologies Inc), Asset Purchase Agreement (Concierge Technologies Inc)
Legal Proceedings. There are no actions, suits, claims, investigations suits or other legal proceedings pending or, to the Knowledge of Buyer’s knowledge, threatened against Buyer before any court, arbitrator or by Buyer governmental or any Affiliate regulatory body or authority which would prevent or delay the consummation of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Acquisition Agreement (CleanTech Biofuels, Inc.), Acquisition Agreement (CleanTech Biofuels, Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledgeSellers’ Knowledge, threatened against or by Buyer either Seller or any Affiliate of Buyer either Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (VivoPower International PLC)
Legal Proceedings. There are is no actionspending action, suitssuit or proceeding or any claim or investigation of any nature whatsoever, claimsat law or in equity or both, investigations by or other legal proceedings pending or, to Buyer’s knowledgebefore any Governmental Authority, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to would prevent, enjoin or otherwise delay the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (GoLogiq, Inc.), Stock Purchase Agreement (Recruiter.com Group, Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Evi Industries, Inc.), Purchase and Sale Agreement (U.S. Gold Corp.)
Legal Proceedings. There are no actions, suits, claims, investigations suits or other legal proceedings pending or, to the knowledge of the Buyer’s knowledge, threatened against the Buyer before any court, arbitrator or by Buyer governmental or any Affiliate regulatory body or authority which would prevent or delay the consummation of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Option Agreement (Westar Industries Inc), Stock Purchase Agreement (Orion Power Holdings Inc)
Legal Proceedings. There are no actions, suits, claims, investigations investigations, arbitration proceedings or other legal proceedings or hearings pending or, to Buyer’s knowledge, threatened against or by Buyer affecting any of its properties or any Affiliate assets or that could affect the ability of Buyer that challenge or seek to prevent, enjoin or otherwise delay consummate the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (GAIN Capital Holdings, Inc.), Membership Interest Purchase Agreement (GAIN Capital Holdings, Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings (“Legal Proceedings”) pending or, to BuyerAcquirer’s knowledge, threatened against or by Buyer Acquirer or any Affiliate of Buyer thereof that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Purchase and Assignment Agreement (Crossroads Systems Inc), Purchase and Assignment Agreement
Legal Proceedings. There are is no actionsaction, suitssuit, claims, investigations proceeding or other legal proceedings investigation pending (or, to Buyer’s knowledgethe knowledge of Buyers, threatened threatened) against Buyers in, before or by Buyer any court, administrative agency or any Affiliate arbitrator affecting the ability of Buyer that challenge or seek Buyers to prevent, enjoin or otherwise delay carry out the provisions of this Agreement and the transactions contemplated by this Agreementhereby.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Regent Communications Inc), Stock Purchase Agreement (Regent Communications Inc)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings Actions pending or, to Buyer’s knowledgeKnowledge, overtly threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreementthe Transaction Documents.
Appears in 2 contracts
Samples: Asset Purchase Agreement (New Jersey Mining Co), Asset Purchase Agreement (New Jersey Mining Co)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledgethe knowledge of Purchaser, threatened against or by Buyer or any Affiliate of Buyer Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Thorne Healthtech, Inc.), Stock Purchase Agreement (Thorne Healthtech, Inc.)
Legal Proceedings. There are is no actions, suits, claims, investigations or other legal proceedings Action of any nature pending or, to Buyer’s knowledge, threatened against or by Buyer Parties that is material to Buyer Parties or any Affiliate of Buyer that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by described in this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (Orbital Energy Group, Inc.), Share Purchase Agreement (Orbital Energy Group, Inc.)
Legal Proceedings. There As of the date hereof, there are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Buffalo Wild Wings Inc), Stock Purchase Agreement (Amc Entertainment Holdings, Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations Proceedings initiated by or other legal proceedings pending against Buyer or, to Buyer’s knowledge, threatened against Buyer that question or by Buyer challenge the validity of this Agreement or any Affiliate that may prevent, delay, make illegal or otherwise interfere with the ability of Buyer that challenge or seek to prevent, enjoin or otherwise delay consummate any of the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (Harvest Natural Resources, Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement or that could impair or impede the ability of the Buyer to consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Legal Proceedings. There are no actionsActions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Interest Purchase Agreement (Quanex Building Products CORP)
Legal Proceedings. There As of the date hereof, there are no actionsActions, suits, claimsClaims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Legal Proceedings. There are is no actionsaction, suitssuit, claimsproceeding or investigation, investigations judicial, administrative or other legal proceedings otherwise, that is pending or, to Buyer’s knowledgethe best knowledge of Purchaser, threatened against Purchaser and that challenges the validity or by Buyer propriety of, or may prevent or delay, any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementAgreement or the Collateral Documents.
Appears in 1 contract
Samples: Asset Purchase Agreement (Pegasus Communications Corp)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, or threatened against or by such Buyer or any Affiliate affiliate of such Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Parent’s Knowledge or Buyer’s knowledgeKnowledge, threatened against or by Buyer or any Affiliate of Buyer its Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementContemplated Transactions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Society Pass Incorporated.)
Legal Proceedings. There are no actions, suits, claims, investigations Actions or other legal proceedings Claims pending or, to Buyer’s 's knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Legal Proceedings. There are no actions, suits, claims, Actions investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer its Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledgethe knowledge of the WEED, threatened against or by Buyer or any Affiliate of Buyer WEED that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementAgreement or any Transaction Document.
Appears in 1 contract
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledgeKnowledge, threatened against or by Buyer or any Affiliate of Buyer its Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Legal Proceedings. There are no actions, suits, claimslitigation, investigations or other legal proceedings pending or, to Buyer’s knowledge, or threatened against any Buyer Entity which could materially adversely affect such Buyer Entity’s ability to perform its obligations under this Agreement or by Buyer or any Affiliate the consummation of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Kindred Healthcare, Inc)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyerthe Purchaser’s knowledge, threatened against or by Buyer the Purchaser or any Affiliate of Buyer the Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek would materially impair the ability of Buyer to prevent, enjoin or otherwise delay consummate the transactions contemplated by this Agreement.
Appears in 1 contract
Legal Proceedings. There are no actions, suits, claimsor proceedings, investigations ----------------- whether civil, criminal or other legal proceedings administrative, pending or, to Buyer’s 's knowledge, threatened against or by affecting Buyer which could have a material adverse effect on Buyer or any Affiliate of Buyer that challenge or seek Buyer's ability to prevent, enjoin or otherwise delay consummate the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Samples: Agreement for Purchase and Sale (First International Bancorp Inc)
Legal Proceedings. There As of the date hereof, there are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s 's knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise materially delay the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the Buyer’s knowledge, threatened against or by the Buyer or any Affiliate affiliate of the Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Bill of Sale and Assignment and Assumption Agreement (VNUE, Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer Buyer, or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions Transaction contemplated by this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Spark Energy, Inc.)
Legal Proceedings. There are no actions, suits, claimslitigation, investigations or other legal proceedings pending or, to or threatened against Buyer which could materially adversely affect Buyer’s knowledge, threatened against ability to perform its obligations under this Agreement or by Buyer or any Affiliate the consummation of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement
Legal Proceedings. There are is no actionspending, suits, claims, investigations or other legal proceedings pending or, to Buyer’s 's knowledge, threatened claim, action, litigation or suit against or by Buyer or any Affiliate of Buyer that challenge challenges, or seek to preventmay have the effect of preventing, enjoin delaying, making illegal, or otherwise delay interfering with, any of the transactions contemplated by this Agreementherein.
Appears in 1 contract
Samples: Stock Purchase Agreement (Franklin Electric Co Inc)
Legal Proceedings. There As of the date hereof, there are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise materially delay the transactions contemplated by this Agreement.
Appears in 1 contract
Legal Proceedings. There are no actions, suits, claims, investigations Actions or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by any Buyer or any Affiliate of any Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Evoqua Water Technologies Corp.)
Legal Proceedings. There are no claims, actions, suits, claims, investigations or other legal proceedings (collectively, “Actions”) pending or, to Buyer’s knowledge, or threatened against or by Buyer or any Affiliate of the Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Intellectual Property Assignment and Limited Assumption Agreement (Chosen, LLC)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending oragainst Seller, or to Buyerthe best of Seller’s knowledge, threatened against Seller, that challenges or by Buyer or any Affiliate of Buyer that challenge or seek seeks to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this AgreementAgreement or any of the other Transaction Documents.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (4Front Ventures Corp.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, or threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementMerger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Northwest Bancshares, Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations investigations, or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by in this Agreement.
Appears in 1 contract
Legal Proceedings. There To Buyer’s knowledge, there are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, or threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this AgreementAgreement or any of the other Transaction Documents.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (4Front Ventures Corp.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. [***] = Information that has been omitted and submitted separately to the Securities and Exchange Commission and for which confidential treatment has been requested.
Appears in 1 contract
Legal Proceedings. There are no actions, suits, claims, investigations claims or other legal proceedings pending or, to Buyer’s knowledgeKnowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Legal Proceedings. There are no actions, suitssuits or proceedings instituted, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge Merger Sub which present a claim to restrain or seek to prevent, enjoin or otherwise delay prohibit the transactions contemplated by this Agreementhereby.
Appears in 1 contract
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s the Purchasers’ knowledge, threatened against or by Buyer either of the Purchasers or any Affiliate affiliate of Buyer the Purchasers that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s Buyers’ knowledge, threatened against or by any Buyer or any Affiliate of any Buyer that challenge or seek to prevent, enjoin or otherwise materially delay the transactions contemplated by this Agreement, and to Buyers’ knowledge, no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such action, suit, claim, investigation or other proceeding.
Appears in 1 contract
Samples: Asset Purchase Agreement (United Rentals North America Inc)
Legal Proceedings. There are no actionsActions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s 's knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
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Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to BuyerPurchaser’s knowledge, threatened against or by Buyer Purchaser or any Affiliate affiliate of Buyer Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementContemplated Transactions.
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Legal Proceedings. There are no actions, suits, claims, investigations suits or other legal proceedings pending or, to the Knowledge of the Buyer’s knowledge, threatened against the Buyer before any court, arbitrator or by Buyer governmental or any Affiliate regulatory body or authority which would prevent or delay the consummation of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
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Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s Buyers’ knowledge, threatened against or by Buyer Buyers or any Affiliate of Buyer Buyers that challenge or seek to prevent, enjoin or otherwise could delay the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Finish Line Inc /In/)
Legal Proceedings. There are no claims, actions, suits, claimsinquiries, investigations or other legal proceedings before any Legal Authority pending or, to Buyer’s knowledge, threatened against or by the Buyer or any Affiliate of Buyer that challenge or seek relating to prevent, enjoin or otherwise delay the transactions contemplated by this Agreementhereby.
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Legal Proceedings. There are no actionsLegal Proceedings, suits, claims, investigations claims or other legal proceedings actions pending or, to Buyer’s 's knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement or that could impair or impede the ability of the Buyer to consummate the transactions contemplated by this Agreement.
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Legal Proceedings. There are no actions, suits, claimsClaims, investigations or other legal proceedings Proceedings pending or, to BuyerSeller’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s Purchaser's knowledge, threatened against or by Buyer Purchaser or any Affiliate affiliate of Buyer Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledgethe knowledge of Purchaser, threatened against or by Buyer Purchaser or any Affiliate of Buyer Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementTransactions.
Appears in 1 contract
Samples: Asset Purchase Agreement (Trans World Entertainment Corp)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending Actions or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (C H Robinson Worldwide Inc)
Legal Proceedings. There are no actions, suits, claims, investigations investigations, or other legal proceedings pending or, to BuyerSeller’s knowledge, threatened against or by Buyer Seller or any Affiliate of Buyer Seller that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Body & Mind Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations investigations, or other legal proceedings pending or, to Buyer’s Buyers’ knowledge, threatened against or by Buyer any of Buyers or any Affiliate of Buyer Buyers that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreementthe Transaction Documents.
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Legal Proceedings. There are no actionsActions (to the Knowledge of Buyer with respect to inquiries, suits, claims, investigations or other legal proceedings audits and investigations) pending or, to the knowledge of Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Information Services Group Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyereach Seller’s knowledge, threatened against or by Buyer or either Seller, any Affiliate of Buyer either Seller, that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
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Legal Proceedings. There are no actions, suits, claims, investigations investigations, arbitration proceedings or other legal proceedings or hearings pending or, to Buyer’s knowledge, threatened against or by Buyer affecting any of its properties or any Affiliate assets or that could affect the ability of Buyer that challenge or seek to prevent, enjoin or otherwise delay consummate the transactions contemplated by this Agreement.. Section 4.09
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Legal Proceedings. There are is no actions, suits, claims, investigations or other legal proceedings Proceeding of any nature pending or, to Buyer’s 's knowledge, threatened against or by Buyer Parent or any Affiliate of Buyer that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
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Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s or EFI’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
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Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the Buyer’s knowledge, threatened against or by Buyer or any Affiliate of the Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Systemax Inc)
Legal Proceedings. There are no material actions, suits, claims, investigations proceedings or other legal proceedings orders pending or, to Buyer’s knowledge, threatened against Buyer or Merger Sub at law or in equity, or before or by Buyer any federal, state, municipal or any Affiliate of Buyer that challenge other governmental department, commission, board, bureau, agency or seek to preventinstrumentality, enjoin domestic or otherwise delay the transactions contemplated by this Agreementforeign.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Great Lakes Dredge & Dock Corp)
Legal Proceedings. There are no actions, suits, claimsproceedings, investigations or investigations, at law or in equity, or before any governmental agency or other legal proceedings person, pending or, to Buyer’s knowledge, threatened against or by Buyer which question the validity of this Agreement or any Affiliate of Buyer that challenge action taken or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreementbe taken hereunder.
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Legal Proceedings. There are no actions, suits, claims, investigations governmental investigations, or other legal proceedings pending instituted, pending, or, to Buyer’s knowledge, threatened against Buyers or by Buyer against any asset, interest, or any Affiliate right of Buyer that challenge or seek are reasonably likely to prevent, enjoin or otherwise delay have a Material Adverse Effect on the transactions contemplated by this AgreementBuyers as a group.
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Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyers Knowledge (or Buyer’s knowledgeParent’s Knowledge), threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementAgreement or the Related Agreements.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Electric Technologies Inc)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementAgreement and the Related Agreements.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Everbridge, Inc.)
Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings Legal Proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.
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