No Actions or Violations Sample Clauses

No Actions or Violations. There is no legal or governmental actions, suits, arbitrations, investigation or proceeding (each, an "Action") pending or, to the Company's knowledge, threatened to which the Company or the Subsidiary is or may be a party (a) which seeks to prevent or restrain the transactions contemplated by this Agreement or to recover damages as a result of the consummation of such transactions or (b) which is reasonably likely to have a Material Adverse Effect on the Company or the Subsidiary. Neither the Company nor the Subsidiary is subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. No Action by the Company or the Subsidiary is currently pending, nor does the Company or the Subsidiary intend to initiate any Action, that is reasonably likely to have a Material Adverse Effect on the Company. The Company is not in violation of any term of its articles of incorporation, as amended, or bylaws, as amended.
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No Actions or Violations. There is no legal or governmental actions, suits, arbitrations, investigation or proceeding (each, an “Action”) pending or, to Broadcast’s knowledge, threatened to which Broadcast or the Subsidiaries are or may be a party (a) which seeks to prevent or restrain the transactions contemplated by this Agreement or to recover damages as a result of the consummation of such transactions or (b) which is reasonably likely to have a Material Adverse Effect on Broadcast or the Subsidiaries. Neither Broadcast nor the Subsidiaries are subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. No Action by Broadcast or the Subsidiaries is currently pending, nor does Broadcast or the Subsidiaries intend to initiate any Action, that is reasonably likely to have a Material Adverse Effect on Broadcast. Broadcast is not in violation of any term of its articles of incorporation, as amended, or bylaws, as amended.
Sample 1
No Actions or Violations. There is no legal or governmental actions, suits, arbitrations, investigation or proceeding (each, an “Action”) pending or, to Broadcast’s knowledge, threatened to which Sun New Media or the Subsidiaries are or may be a party (a) which seeks to prevent or restrain the transactions contemplated by this Agreement or to recover damages as a result of the consummation of such transactions or (b) which is reasonably likely to have a Material Adverse Effect on Sun New Media or the Subsidiaries. Neither Sun New Media nor the Subsidiaries are subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. No Action by Sun New Media or the Subsidiaries is currently pending, nor does Sun New Media or the Subsidiaries intend to initiate any Action, that is reasonably likely to have a Material Adverse Effect on Broadcast. Sun New Media is not in violation of any term of its articles of incorporation, as amended, or bylaws, as amended.
Sample 1
No Actions or Violations. There are no outstanding complaints, actions, suits, investigations, proceedings, grievances, arbitrations, or claims pending or threatened in writing or, to the best of SST's knowledge, threatened verbally by any Person relating to any of the Plans. All obligations regarding the Plans have been satisfied in all material respects, and there are no outstanding material defaults or violations by any Person relating to any Plan, and no Tax is owing or exigible under any of the Plans. SST has not nor has any administrator or fiduciary of any Plan, nor any agent or employee of any of the foregoing, taken any action, or failed to take any action, that would subject SST or any other Person to any liability for any Tax or for a breach of any statutory or fiduciary duty with respect to or in connection with any Plan.
Sample 1

Related to No Actions or Violations

  • 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.

  • No Violations or Proceedings To each Loan Party’s knowledge, on and as of the date hereof, there is no material violation by others of any right of such Loan Party with respect to any copyright, patent or trademark listed in Schedule 12(a) or 12(b) to the Perfection Certificate, pledged by it under the name of such Loan Party except as may be set forth on Schedule 3.06(c).

  • No Actions or Proceedings No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Agreement, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Agent's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents.

  • No Material Actions or Proceedings Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.

  • No Breach or Violation Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreements, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, or the Insider Letter will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the Amended and Restated Certificate of Incorporation, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties; except in the case of clauses (ii) and (iii) above for any such conflict, breach or violation that would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of the Company, taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”) and that would not, individually or in the aggregate, have a Material Adverse Effect on the ability of the Underwriters to consummate the transactions contemplated by this Agreement.

  • No Violations or Defaults Neither the Company nor any of its subsidiaries is in violation of its respective charter, by-laws or other organizational documents, or in breach of or otherwise in default, and no event has occurred which, with notice or lapse of time or both, would constitute such a default in the performance of any material obligation, agreement or condition contained in any bond, debenture, note, indenture, loan agreement or any other material contract, lease or other instrument to which it is subject or by which any of them may be bound, or to which any of the material property or assets of the Company or any of its subsidiaries is subject.

  • No Actions Pending There shall be no suit, action, investigation, inquiry or other proceeding by any Governmental Authority or any other Person or any other legal or administrative proceeding pending or to the knowledge of the Company threatened which questions the validity or legality of the transactions contemplated by this Agreement, or seeks damages in connection therewith.

  • No Conflict with Money Laundering Laws The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

  • No Actions No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit, or obtain substantial damages in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.

  • No Suits There are no suits, arbitrations or other proceedings pending or threatened before any court or administrative agency against LESSEE which are reasonably likely to be determined adversely and, if adversely determined, would have a material adverse effect on the business, assets or condition (financial or otherwise) of LESSEE or its ability to perform under this Lease, except as described in the filings provided to LESSOR pursuant to Article 22.

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