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, other than the Buyer or its affiliates, 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 in respect of, this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have an adverse effect on the condition (financial or other) or prospects of the Seller. 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 Seller shall be pending, and the 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, other than the Buyer or its affiliates, 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 in respect of, of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have an a materially adverse effect on the condition (condition, financial or other) otherwise, or prospects of the SellerDrug Discovery Program. 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 Seller PerSeptive shall be pending, and the Seller PerSeptive 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, other than the Buyer or its affiliates, 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 in respect of, of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have an a materially adverse effect on the condition (condition, financial or other) otherwise, or prospects of the SellerSellers. 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 Seller Sellers shall be pending, and the Seller Sellers 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, other than the Buyer or its affiliates, 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 in respect of, of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have an a materially adverse effect on the condition (condition, financial or other) otherwise, or prospects of the SellerBuyer or 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 any Seller shall be pending, and neither the Company nor any 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, other than the Buyer or its affiliates, entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to prohibit or materially restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of, of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have an a materially adverse effect on the condition (condition, financial or other) otherwise, or prospects of the Sellerbusiness. No order, decree or judgment of any court or governmental body shall have been issued prohibiting or materially 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 Seller Argentys shall be pending, and the Seller Argentys shall not 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, other than the Buyer or its affiliates, 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 in respect of, of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have an a materially adverse effect on the condition (condition, financial or other) otherwise, or prospects of the SellerCompany. 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 any Seller shall be pending, and neither the Company nor any 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 Except as shown on Schedule 3.5(d), as of the Closing Date, no action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity, other than the Buyer or its affiliates, entity shall be pending or, to the best knowledge of the parties to this AgreementSeller, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages in respect of, of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have an a materially adverse effect on the condition (condition, financial or other) otherwise, or prospects of the Seller. 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 Seller shall be pending, and the 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 Effective Date, no action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity, other than the Buyer or its affiliates, entity shall be pending or, to the best knowledge of the parties to this AgreementSeller, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of, of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have an a materially adverse effect on the condition (condition, financial or other) otherwise, or prospects of any of the SellerCompanies. 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 any of the Seller Companies shall be pending, and none of the Seller Companies shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedingsproceedings and the Seller shall deliver to the Buyer a certificate, dated the Effective Date, to such effect.

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, other than the Buyer or its affiliates, 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 in respect of, this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have an adverse effect on the condition (financial or other) or prospects of the Seller. No order, decree or judgment Order of any court Court or governmental body ------------------------------------ Governmental Authority shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement and the other Documents. No Litigation shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any Court or Governmental Authority (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of this Agreement or any of the other Documents or the consummation of the transactions contemplated hereby or thereby, or (ii) which has had or reasonably may be expected to have a Material Adverse Effect on the Business. No insolvency proceeding of any character including character, including, without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Seller shall be pending, and the 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, other than the Buyer or its affiliates, 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 in respect of, of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have an a materially adverse effect on the condition (condition, financial or other) otherwise, or prospects (to the extent such prospects are reasonably foreseeable and are particular to the Company) of the SellerCompany. 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 Seller Company shall be pending, and neither the Seller Company nor the Stockholders 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, other than the Buyer or its affiliates, entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body other Governmental Entity (ia) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of, of this Agreement or the consummation of the transactions contemplated hereby, or (iib) which has had or may could reasonably be expected to have an adverse effect on the condition (financial or other) or prospects of the Sellera Material Adverse Effect. 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, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Seller APP Companies or any Sellers ability to consummate the transaction contemplated hereby shall be pending, and neither the APP Companies nor any 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, other than the Buyer or its affiliates, entity shall be pending or, to the knowledge of any 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 in respect of, of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have an a materially adverse effect on the condition (Assets or the condition, financial or other) otherwise, or prospects of the SellerCompany. 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 Seller Company or any Stockholder shall be pending, and neither the Company nor any 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, other than the Buyer or its affiliates, entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to prohibit or materially restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of, of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have an a materially adverse effect on the condition (condition, financial or other) otherwise, or prospects of the Sellerbusiness. No order, decree or judgment of any court or governmental body shall have been issued prohibiting or materially 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 Seller Buyer shall be pending, and the Seller 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, other than the Buyer or its affiliates, entity shall be pending or, to the knowledge of the parties to this AgreementSellers, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of, of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have an a materially adverse effect on the condition (condition, financial or other) otherwise, or prospects of the SellerCompany. 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 Seller Company shall be pending, and the Seller Company shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedingsproceedings and the Sellers shall have delivered to the Buyer a certificate, dated the Closing Date, to such effect.