Litigation; Consents. 4.5.1 There is no (i) Litigation (other than any investigation, inquiry, audit or examination) pending or, to the knowledge of Purchaser, threatened against Purchaser or any of its Affiliates by or before any Governmental Authority and to Purchaser’s knowledge, there are no investigations, inquiries, audits or examinations pending or threatened against Purchaser or any of its Affiliates by or before any Governmental Authority; or (ii) order or judgment of a Governmental Authority to which Purchaser or any of its Affiliates is subject, in each case, except for such Litigation, orders or judgments that would not reasonably be expected to result in a Purchaser Material Adverse Effect.
4.5.2 Except for (i) if required, the filings under the HSR Act and the expiration or termination of the waiting periods thereunder; and (ii) consents, permits or authorizations that if not received, or declarations, filings or registrations that if not made, would not be reasonably expected to result in a Purchaser Material Adverse Effect, no notice to, filing with, permit of, authorization of, exemption by, or consent of, Governmental Authority or other Person is required for Purchaser to consummate the Transactions.
Litigation; Consents. No action, suit or other proceeding shall be pending or overtly threatened before or by a court, tribunal or governmental authority seeking or threatening to restrain or prohibit the consummation of the transactions contemplated by this Agreement or seeking to obtain substantial damages in respect thereof or involving a claim that consummation thereof would result in the violation of any law, decree, rule or regulation of any governmental authority having appropriate jurisdiction, which violation would result in a Material Adverse Effect with respect to SFX and its Subsidiaries taken as a whole. SFX shall have obtained all necessary material consents, if any, from third parties or governmental authorities in connection with the consummation of the transactions contemplated hereby.
Litigation; Consents. Except as set forth on Schedule 7(h) hereto, there is no action, suit, litigation, administrative or arbitration proceeding or formal governmental inquiry or investigation pending or threatened against Seller with respect to the Assets or the business relating to the Assets or which seeks to restrain or prohibit or otherwise challenges the execution, delivery and performance of this Agreement or the consummation, legality or validity of the transactions contemplated hereby. Seller is not in violation of any term of any judgment, decree, injunction or order entered by any court or governmental authority and outstanding against it relating to or with respect to the business relating to the Assets or any Asset. Except as set forth on Schedule 7(h) hereto, no consent, approval or authorization of or filing with any governmental authority or other third party on the part of Seller is required in connection with the execution, delivery and performance of this Agreement or the consummation of any of the transactions contemplated hereby.
Litigation; Consents. (a) Other than potential claims with respect to the damage caused by the fire at 0000 X. Xxxx Xxxxxx, Xxxxxxxx, Xxxx 00000: (i) there are no Proceedings, orders, or claims pending or, to the Company’s knowledge, threatened against or affecting the Company or any assets of the Company or with respect to any service provided by the Company; (ii) there are no investigations, inquiries or other Proceedings involving the Company pending or to the Company’s knowledge, threatened; and (iii) there are no Proceedings, orders, or claims pending or threatened by the Company against any third party, at law or in equity, or before or by any Governmental Authority (including any actions, suits, proceedings or investigations with respect to the transactions contemplated by this Agreement or any Transaction Document). The Company is not subject to any arbitration proceedings under collective bargaining agreements or otherwise or any investigations or inquiries by any Governmental Authority. The Company is not subject to any judgment, order or decree of any court or other Governmental Authority and the Company has not received any opinion or memorandum or legal advice from legal counsel to the effect that the Company is exposed, from a legal standpoint, to any liability which would reasonably be expected to result in a Material Adverse Effect.
(b) No notice to, consent, approval, permit, authorization of, declaration to or filing with any Governmental Authority or any other third party to be obtained or made by the Company (collectively, “Consents”) is required in connection with: (i) the execution and delivery of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby, except for those listed on Schedule 5.08(b); or (ii) a change in control of the Company, except for those listed on Schedule 5.07(b).
Litigation; Consents. There is no action, suit, proceeding or formal governmental inquiry or investigation pending, or to the Seller's Knowledge threatened, against the Seller that seeks to restrain or prohibit or otherwise challenges the consummation, legality or validity of the transactions contemplated hereby. Other than in connection with the provisions of the Xxxx-Xxxxx-Xxxxxx Act or as described in the Foreign Purchase Agreement, no consent, approval or authorization of any Governmental Authority on the part of the Seller is required in connection with the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby.
Litigation; Consents. No action, suit or other proceeding shall be pending or overtly threatened before or by any court, tribunal or governmental authority seeking or threatening to restrain or prohibit the consummation of the transactions contemplated by this Agreement or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in the violation of any law, decree, rule or regulation of any governmental authority having appropriate jurisdiction, which violation would result in a Material Adverse Effect with respect to the Theaters. The Seller shall have obtained the consents, waivers and amendments, if any, identified on Schedule 7(e), from third parties or governmental authorities in connection with the consummation of the transactions contemplated hereby.
Litigation; Consents. Except as disclosed on Schedule 4.14, there is no action, suit, proceeding ------------- or formal governmental inquiry or investigation pending or, to the Knowledge of the Sellers, threatened against the Companies (or any Subsidiary) which seeks to restrain or prohibit or otherwise challenges the consummation, legality or validity of the transactions contemplated hereby, or could reasonably be expected to result in any injunction or other equitable relief against either Company or any Subsidiary of either Company that would interfere in any material respect with its business or operations. Except as disclosed on Schedule 4.14 ------------- hereto, there is no action, suit, proceeding, formal governmental inquiry or investigation pending or, to the Knowledge of the Sellers, threatened against the Sellers, either Company (or any Subsidiary) involving a potential future payment by such Company (or any Subsidiary) of $30,000, or more, or otherwise material to such Company (or any Subsidiary). Except for compliance with the provisions of the Xxxx-Xxxxx-Xxxxxx Act and as set forth on Schedule 4.14, no ------------- consent, approval or authorization of any Governmental Authority on the part of Sellers, the Companies (or any Subsidiary) is required in connection with the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby.
Litigation; Consents. Except for compliance with the provisions of the Xxxx-Xxxxx-Xxxxxx Act and as set forth on SCHEDULE 5.04 hereto, there is no action, suit, proceeding or formal governmental inquiry or investigation pending, or, to the Knowledge of either Seller, threatened against any Seller that seeks to restrain or prohibit or otherwise challenges the consummation, legality or validity of the transactions contemplated hereby or could reasonably be expected to result in any injunction or other equitable relief against either Company or any Subsidiary of either Company that would interfere in any material respect with its business or operations. Except for compliance with the Xxxx-Xxxxx-Xxxxxx Act and as set forth in SCHEDULE 5.04, no consent, approval or authorization of any Governmental Authority on the part of either Seller is required in connection with the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby.
Litigation; Consents. There is no action, suit, proceeding or formal governmental inquiry or investigation pending, or to the Buyer's Knowledge threatened, against Buyer that seeks to restrain or prohibit or otherwise challenges the consummation, legality or validity of the transactions contemplated hereby or could reasonably be expected to result in any injunction or other equitable relief against Buyer. Except for compliance with the Xxxx-Xxxxx-Xxxxxx Act and as set forth in SCHEDULE 6.04, no consent, approval or authorization of any Governmental Authority on the part of Buyer is required in connection with the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby.
Litigation; Consents. There are no Proceedings (including any arbitration proceedings), orders, or claims pending or, to the Seller’s knowledge, threatened against the Seller with respect to the execution, delivery or performance of this Agreement or the transactions contemplated hereby or the Stock owned by the Seller; (ii) there are no investigations, inquiries or other Proceedings involving the Seller pending or to the Seller’s knowledge, threatened; and (iii) there are no Proceedings (including any arbitration proceedings), orders, or claims pending or threatened by the Seller against any third party, at law or in equity, or before or by any Governmental Authority relating to the Company or the Stock (including any actions, suits, proceedings or investigations with respect to the transactions contemplated by this Agreement or any Transaction Document).
