No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage Purchaser, the Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability of Purchaser to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Vdi Media), Asset Purchase Agreement (Vdi Media), Asset Purchase Agreement (Vdi Multimedia)
No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage Purchaser, the Assets or the Business Seller materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability of Purchaser to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Bio Rad Laboratories Inc), Asset Purchase Agreement (Vdi Media), Asset Purchase Agreement (Bio Rad Laboratories Inc)
No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage PurchaserBuyer, the Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability of Purchaser Buyer to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Tessera Technologies Inc), Asset Purchase Agreement (Bio Rad Laboratories Inc), Asset Purchase Agreement (Bio Rad Laboratories Inc)
No Actions or Court Orders. No Action by any governmental authority or -------------------------- other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage PurchaserBuyer, the Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability of Purchaser Buyer to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Whittaker Corp), Asset Purchase Agreement (Fays Inc)
No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage Purchaser, the Assets or the Business Company materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability of Purchaser to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Vdi Multimedia), Asset Purchase Agreement (Vdi Media)
No Actions or Court Orders. No Action by any governmental authority or other person Governmental Authority shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could would reasonably be expected to damage Purchaser, Buyer or the Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability of Purchaser Buyer to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation Law or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (Netlogic Microsystems Inc)
No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which that questions the validity or legality of the transactions contemplated hereby and which that could reasonably be expected (a) to materially damage Purchaser, the Purchased Assets or the Business materially if the transactions contemplated hereby hereunder are consummated, including without limitation any material adverse effect Material Adverse Effect on the right or ability of Purchaser Buyer to own, operate, possess or transfer the Purchased Assets after the ClosingClosing or (b) to materially damage the business or financial condition of Buyer if the transactions contemplated hereunder are consummated. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Purchased Assets contemplated hereby illegal or otherwise prohibited.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Adex Media, Inc.), Asset Purchase Agreement (Adex Media, Inc.)
No Actions or Court Orders. No Action by any governmental authority Governmental Body or other person Person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage PurchaserBuyer, the Purchased Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on and which could (individually or in the right or ability of Purchaser to own, operate, possess or transfer the Assets after the Closingaggregate) have a Condition-Related Material Adverse Effect. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Purchased Assets contemplated hereby illegal or otherwise prohibited.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Tix CORP), Asset Purchase Agreement (GPS Industries, Inc.)
No Actions or Court Orders. No Action by any governmental authority or other person Person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage Purchaserthe Seller Parties, Buyer, the Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability of Purchaser to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 1 contract
No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to materially damage PurchaserBuyer, the Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse substantial effect on the right or ability of Purchaser Buyer to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 1 contract
No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected (a) to materially damage Purchaser, the Purchased Assets or the Business materially if the transactions contemplated hereby hereunder are consummated, including without limitation any material adverse effect on the right or ability of Purchaser Buyer to own, operate, possess or transfer the Purchased Assets after the ClosingClosing or (b) to materially damage the business or financial condition of Buyer if the transactions contemplated hereunder are consummated. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Purchased Assets contemplated hereby illegal or otherwise prohibited.
Appears in 1 contract
No Actions or Court Orders. No Action action by any governmental authority body or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage the Purchaser, the Assets or the Business materially Company if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability of Purchaser to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation regulation or Court Order court order that makes the purchase and sale of the Business or the Assets Company Shares contemplated hereby illegal or otherwise prohibited.
Appears in 1 contract
No Actions or Court Orders. No Action by any governmental authority -------------------------- or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage PurchaserBuyer, the Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability of Purchaser Buyer to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 1 contract
No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which that questions the validity or legality of the transactions contemplated hereby and which that could reasonably be expected to materially damage Purchaser, the Assets or the Business materially Seller if the transactions contemplated hereby hereunder are consummated, including without limitation any material adverse effect on the right or ability of Purchaser to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Purchased Assets contemplated hereby illegal or otherwise prohibited.
Appears in 1 contract
No Actions or Court Orders. No Action by any governmental authority or other person Person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage PurchaserBuyer, the Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect Adverse Effect on the right or ability of Purchaser Buyer to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 1 contract
No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage PurchaserBuyer, the Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability of Purchaser Buyer to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation Law or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 1 contract
No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage PurchaserBuyer, the Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability of Purchaser Buyer to own, operate, possess or transfer the Purchased Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 1 contract
No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to materially damage Purchaser, the Assets or the Business materially Seller if the transactions contemplated hereby hereunder are consummated, including without limitation any material adverse effect on the right or ability of Purchaser to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Purchased Assets contemplated hereby illegal or otherwise prohibited.
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No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage PurchaserBuyer, or the Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability of Purchaser Buyer to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 1 contract
Samples: Asset Purchase Agreement (Protein Databases Inc /De/)
No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby Transactions and which could reasonably be expected to damage Purchaser, the Assets or the Business materially if the transactions contemplated hereby Transactions are consummated, including without limitation any material adverse effect on the right or ability of Purchaser to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 1 contract
Samples: Asset Purchase Agreement (Vdi Media)
No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage Purchaser, restrain or interfere with Seller's use of the proceeds from the sale of the Assets or for the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability charitable and benevolent purposes adopted and approved by Seller's board of Purchaser to own, operate, possess or transfer the Assets after the Closingtrustees. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
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No Actions or Court Orders. No Action by any governmental authority Governmental Entity or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage PurchaserBuyer, the Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability of Purchaser Buyer to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 1 contract
No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which that questions the validity or legality of the transactions contemplated hereby and which that could reasonably be expected to materially damage PurchaserBuyer, the Purchased Assets or the Business materially if the transactions contemplated hereby hereunder are consummated, including without limitation any material adverse effect on the right or ability of Purchaser to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Purchased Assets contemplated hereby illegal or otherwise prohibited.
Appears in 1 contract
No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage PurchaserSeller, the Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect Material Adverse Effect on the right or ability of Purchaser Buyer to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ciphergen Biosystems Inc)
No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage PurchaserBuyer, the Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect Material Adverse Effect on the right or ability of Purchaser Buyer to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ciphergen Biosystems Inc)