Common use of No Actions, Suits or Proceedings Clause in Contracts

No Actions, Suits or Proceedings. As of the Closing Date, no action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with respect to this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the business, operations, finances or prospects of the Company. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including, without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company or shareholder of the Company shall be pending, and neither the Company nor any shareholder of the Company shall have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no -------------------------------- action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with in respect to of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the business, operations, finances or prospects of the Company. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including, including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company or shareholder of the Company Buyer shall be pending, and neither the Company nor any shareholder of the Company Buyer shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with in respect to of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the business, operations, finances or prospects of the Company. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including, including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company or shareholder of the Company Buyer shall be pending, and neither the Company nor any shareholder of the Company Buyer shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with in respect to of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the business, operations, finances or prospects of the Company. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including, including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company or shareholder of the Company ChemGenics shall be pending, and neither the Company nor any shareholder of the Company ChemGenics shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity entity, other than the Seller, shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with in respect to of, this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the business, operations, finances or prospects of the Company. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character includingcharacter, including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company Buyer or shareholder of the Company any Nominee shall be pending, and neither the Company Buyer nor any shareholder of the Company Nominee shall have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no action, suit, investigation or proceeding brought by any person, corporation, governmental agency Governmental Body or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body Governmental Body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with in respect to of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the businesscondition, operationsfinancial or otherwise, finances or prospects of the Company. No order, decree or judgment of any court or governmental body Governmental Body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including, including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company or shareholder of the Company any Stockholder shall be pending, and neither the Company nor any shareholder of the Company Stockholder shall have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no action, suit, investigation or proceeding brought by any person, corporation, governmental agency corporation or other entity Governmental Body shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) Governmental Body to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with in respect to of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the business, operations, finances or prospects of the Company. No order, decree or judgment of any court or governmental body Governmental Body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including, including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company or shareholder of the Company Parent shall be pending, and neither the Company nor any shareholder of the Company Parent shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity instrumentality shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with in respect to of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the business, operations, finances or prospects of the Company. No order, decree or judgment of any court or governmental body shall have been issued and remain in effect at the Closing restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including, including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company or shareholder of the Company Buyer shall be pending, and neither the Company nor any shareholder of the Company Buyer shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity instrumentality shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with in respect to of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the business, operations, finances or prospects of the Company. No order, decree or judgment of any court or governmental body shall have been issued and remain in effect at the Closing restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including, including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company or shareholder of the Company Acquisition shall be pending, and neither the Company nor any shareholder of the Company Acquisition shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with in respect to of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the business, operations, finances or prospects of the Company. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including, including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company or shareholder of the Company Buyer shall be pending, and neither the Company nor any shareholder of the Company Buyer shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedingsproceedings and Buyer shall have delivered to Sellers a certificate, dated Closing Date, to such effect.

No Actions, Suits or Proceedings. As No order of any court or governmental authority shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the Closing Date, no action, suit, investigation transactions contemplated by this Agreement or proceeding brought by any person, corporation, governmental agency or other entity documents related thereto. No Litigation shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body authority (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with in respect to of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect Material Adverse Effect on the business, operations, finances Seller or prospects of the Company. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this AgreementBusiness. No insolvency proceeding of any character including, including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company or shareholder of the Company Seller shall be pending, and neither the Company nor any shareholder of the Company Seller shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with in respect to of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the business, operations, finances or prospects of the Company. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including, without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company or shareholder of the Company Acquiror shall be pending, and neither the Company nor any shareholder of the Company Acquiror shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.. SECTION 8.5

No Actions, Suits or Proceedings. As of the Closing Date, no action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the best knowledge of the parties to this AgreementBuyer, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with in respect to of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the business, operations, finances or prospects of the Company. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including, including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company or shareholder of the Company Buyer shall be pending, and neither the Company nor any shareholder of the Company Buyer shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no action, suit, investigation or proceeding brought by any person, corporation, governmental agency Governmental Entity or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) other Governmental Entity to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with in respect to of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the business, operations, finances or prospects of the Company. No order, decree or judgment of any court or governmental body other Governmental Entity shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including, without limitation, including bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company or shareholder of the Company Buyer shall be pending, and neither the Company nor any shareholder of the Company Buyer shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no action, -------------------------------- suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties Parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with in respect to of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the business, operations, finances or prospects of the Company. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including, including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company or shareholder of the Company Buyer shall be pending, and neither the Company nor any shareholder of the Company Buyer shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Effective Date, no action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order with in respect to of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the business, operations, finances or prospects of the Company. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including, including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Company or shareholder of the Company Buyer shall be pending, and neither the Company nor any shareholder of the Company Buyer shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedingsproceedings and the Buyer shall have delivered to the Seller a certificate, dated the Effective Date, to such effect.