Common use of Legal Prohibition Clause in Contracts

Legal Prohibition. No action, suit, investigation, inquiry or other proceeding by any Governmental Entity or Regulatory Authority or other Person shall have been instituted or threatened in writing which: (a) could reasonably be expected to have a Material Adverse Effect on the Business, the Purchased Assets or the Assumed Liabilities or the Purchaser; or (b) questions the validity hereof or any of the transactions contemplated hereby, or seeks to enjoin the consummation of the transactions contemplated hereby or seeks to obtain substantial damages in respect thereof. On the Closing Date, there shall be no effective permanent or preliminary injunction, writ, temporary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein not be consummated as so provided.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Invivo Corp), Asset Purchase Agreement (Invivo Corp)

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Legal Prohibition. No suit, action, suit, investigation, inquiry or other proceeding by any Governmental Entity court or Regulatory Authority regulatory or governmental body or other Person shall have been instituted or threatened in writing which: which (a) could reasonably be expected to have result in a Material Adverse Effect on material adverse change in the Businessbusiness, condition (financial or otherwise), prospects, assets or operations of Seller’s business or, after the Purchased Assets Closing, Buyer; (b) arises out of or relates to this Agreement or the Assumed Liabilities transactions contemplated hereby; or the Purchaser; or (bc) questions the validity hereof or any of the transactions contemplated hereby, or seeks to enjoin the consummation of the transactions contemplated hereby or seeks to obtain substantial damages in respect thereof. On the Closing Date, there shall be no effective permanent or preliminary injunction, writ, temporary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein not be consummated as so provided.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Allion Healthcare Inc), Asset Purchase Agreement (Allion Healthcare Inc)

Legal Prohibition. No action, suit, investigation, inquiry or other proceeding by any Governmental Entity or Regulatory Authority or other Person shall have been instituted or threatened in writing which: (a) could reasonably be expected to have a Material Adverse Effect on the Business, the Purchased Assets or the Assumed Liabilities or the Purchaser; or; (b) questions the validity hereof or any of the transactions contemplated hereby, or seeks to enjoin the consummation of the transactions contemplated hereby or seeks to obtain substantial damages in respect thereof. On the Closing Date, there shall be no effective permanent or preliminary injunction, writ, temporary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein not be consummated as so provided.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Invivo Corp), Asset Purchase Agreement (Invivo Corp)

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Legal Prohibition. No suit, action, suit, investigation, inquiry or other proceeding by any Governmental Entity court or Regulatory Authority regulatory or governmental body or other Person shall have been instituted or threatened in writing which: which (a) could reasonably be expected to have result in a Material Adverse Effect on material adverse change in the Businessbusiness, condition (financial or otherwise), prospects, assets or operations of Seller or, after the Purchased Assets Closing, Buyer; (b) arises out of or relates to this Agreement or the Assumed Liabilities transactions contemplated hereby; or the Purchaser; or (bc) questions the validity hereof or any of the transactions contemplated hereby, or seeks to enjoin the consummation of the transactions contemplated hereby or seeks to obtain substantial damages in respect thereof. On the Closing Date, there shall be no effective permanent or preliminary injunction, writ, temporary restraining order or any order of any nature issued by a court of competent jurisdiction directing that the transactions provided for herein not be consummated as so provided.

Appears in 1 contract

Samples: Asset Purchase Agreement (Allion Healthcare Inc)

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