No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 9 contracts
Samples: Asset Purchase Agreement (Advanced Electronic Support Products Inc), Exchange Agreement and Plan of Reorganization (Make Your Move Inc), Asset Purchase Agreement (Skylynx Communications Inc)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate invalidate, or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaserthe Sellers, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Skylynx Communications Inc), Asset Purchase Agreement (Skylynx Communications Inc), Asset Purchase Agreement (Skylynx Communications Inc)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of the Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Florida Panthers Holdings Inc), Asset Purchase Agreement (Fun City Popcorn Inc), Asset Purchase Agreement (Fun City Popcorn Inc)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, prohibit or invalidate or collect damages arising out the sale of the transactions Purchased Assets by Seller or any other transaction contemplated hereby, and hereby or which, in the judgment of PurchaserSeller, makes it inadvisable to proceed with the transactions contemplated herebysale of the Purchased Assets.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Halis Inc), Asset Purchase Agreement (Zila Inc), Asset Purchase Agreement (Infocure Corp)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of PurchaserHomeSeekers, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Homeseekers Com Inc), Agreement and Plan of Merger (Homeseekers Com Inc), Agreement and Plan of Merger (Homeseekers Com Inc)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, prohibit or invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Elizabeth Arden Inc), Asset Purchase Agreement (French Fragrances Inc), Asset Purchase Agreement (French Fragrances Inc)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 4 contracts
Samples: Inventory Purchase Agreement (Aviation Sales Co), Inventory Purchase Agreement (Kellstrom Industries Inc), Closing Resolution Agreement (Timco Aviation Services Inc)
No Adverse Litigation. There shall must not be pending or threatened any action or proceeding by or before any court Governmental Authority, arbitrator, or other governmental body mediator which shall seek to restrain, prohibit, invalidate invalidate, or collect damages Damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Hercules Offshore, LLC), Asset Purchase Agreement (Hercules Offshore, LLC), Asset Purchase Agreement (Hercules Offshore, LLC)
No Adverse Litigation. There shall must not be pending or threatened any action or proceeding by or before any court Governmental Authority, arbitrator or other governmental body mediator which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Hercules Offshore, Inc.), Asset Purchase Agreement (Hercules Offshore, Inc.)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaserthe Company, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 2 contracts
Samples: Contribution Agreement (Pan Pacific Retail Properties Inc), Contribution Agreement (Pan Pacific Retail Properties Inc)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated herebyhereunder, and or which, in the sole judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 2 contracts
Samples: Acquisition Agreement (Packaging Dynamics Corp), Acquisition Agreement (Packaging Dynamics Corp)
No Adverse Litigation. There shall not be pending or threatened any material action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions transaction contemplated hereby, and which, in the reasonable judgment of PurchaserBuyer, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (RDE, Inc.), Asset Purchase Agreement (RDE, Inc.)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions Merger or any other transaction contemplated hereby, and which, which in the judgment of Purchaser, the Company and the Shareholders makes it inadvisable to proceed with the Merger and other transactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Republic Industries Inc), Merger Agreement (Republic Industries Inc)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of PurchaserPurchaser and SkyLynx, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Skylynx Communications Inc), Asset Purchase Agreement (Skylynx Communications Inc)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the reasonable judgment of PurchaserBuyer, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 2 contracts
Samples: Purchase Agreement (Advance Paradigm Inc), Purchase Agreement (Foundation Health Systems Inc)
No Adverse Litigation. There shall must not be pending or threatened Threatened any action or proceeding Action by or before any court Governmental Body, arbitrator, or other governmental body mediator which shall seek seeks to restrain, prohibit, invalidate invalidate, or collect damages arising out of the transactions contemplated herebyTransactions, and or which, in the judgment of PurchaserBuyer, makes it inadvisable to proceed with the transactions contemplated herebyTransactions.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Innovo Group Inc), Asset Purchase Agreement (Cygne Designs Inc)
No Adverse Litigation. There shall not be pending or threatened any action or --------------------- proceeding by or before any court or other governmental body body, which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 2 contracts
Samples: Closing Resolution Agreement (Timco Aviation Services Inc), Closing Resolution Agreement (Timco Aviation Services Inc)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect material damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated herebyhereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement (U S Energy Systems Inc), Asset Purchase Agreement (Silver Point Capital L.P.)
No Adverse Litigation. There shall not be pending or threatened any action or --------------------- proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 2 contracts
Samples: Closing Resolution Agreement (Timco Aviation Services Inc), Closing Resolution Agreement (Timco Aviation Services Inc)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the reasonable judgment of PurchaserBuyer, makes it inadvisable would impose any condition on any of the Companies or Buyer which would be materially burdensome to proceed with any of the Companies or Buyer or would materially increase the costs incurred or that will be incurred by Buyer as a result of consummating the transactions contemplated hereby.
Appears in 1 contract
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.Acquisition or other transactions
Appears in 1 contract
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which (i) shall seek to restrain, prohibit, invalidate or collect damages arising out of the Share Exchange or the other transactions contemplated hereby, and which, hereby or (ii) in the reasonable judgment of Purchaserthe Company, makes it inadvisable could be expected to proceed with result in a Material Adverse Effect on the transactions contemplated herebyPurchaser taken as a whole.
Appears in 1 contract
No Adverse Litigation. There shall not be pending or threatened Threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions Transactions contemplated hereby, and which, in the judgment of PurchaserBuyers, makes it inadvisable to proceed with the transactions contemplated herebyTransactions.
Appears in 1 contract
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body Governmental Authority which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions transaction contemplated hereby, and which, in the reasonable judgment of PurchaserSeller, makes it inadvisable to proceed with would materially increase the transactions costs incurred or that will be incurred by Seller as a result of consummating the Transactions contemplated hereby.
Appears in 1 contract
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of PurchaserBuyer, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Reeds Inc)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of PurchaserISG and the Principal Shareholders, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 1 contract
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, Seller makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Advanced Electronic Support Products Inc)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, prohibit or invalidate or collect damages arising out the sale of the transactions Premises to Purchaser or any other transaction contemplated hereby, and which, in or which might affect the judgment right of Purchaser, makes it inadvisable Purchaser to proceed with own the transactions contemplated herebyPremises.
Appears in 1 contract
Samples: Real Property Purchase Agreement (Shiloh Industries Inc)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions transaction contemplated hereby, and which, in the reasonable judgment of PurchaserSellers, makes it inadvisable to proceed with would materially increase the costs incurred or that will be incurred by Sellers as a result of consummating the transactions contemplated hereby.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Cornerworld Corp)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body body, which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 1 contract
Samples: Closing Resolution Agreement (Timco Aviation Services Inc)
No Adverse Litigation. There shall not be pending or threatened any action action, investigation or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the reasonable judgment of PurchaserBuyer, makes it inadvisable would impose any condition on the Company or Buyer which would be materially burdensome to proceed with the Company or Buyer or would materially increase the costs incurred or that will be incurred by Buyer as a result of consummating the transactions contemplated hereby.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Cornerworld Corp)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, prohibit or invalidate or collect damages arising out the sale of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable Purchased Assets to proceed with the transactions Buyer or any other transaction contemplated hereby.
Appears in 1 contract
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which (i) shall seek to restrain, prohibit, invalidate or collect damages arising out of the Share Exchange or the other transactions contemplated hereby, and which, or (ii) could be expected to result in a Material Adverse Effect on the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated herebyCompany taken as a whole.
Appears in 1 contract
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, hereby and which, which could reasonably be expected to result in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated herebya Material Adverse Effect.
Appears in 1 contract
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrainrestrict, prohibit, prohibit or invalidate or collect damages arising out the sale of the transactions Purchased Assets to the Purchaser or any other transaction contemplated hereby, and which, in the reasonable judgment of the Purchaser, makes it inadvisable to proceed with the transactions transaction contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Disposal Services Inc)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions transaction contemplated hereby, and which, in the reasonable judgment of Purchaserthe Sellers, makes it inadvisable to proceed with would materially increase the costs incurred or that will be incurred by the Sellers as a result of consummating the transactions contemplated hereby.
Appears in 1 contract
No Adverse Litigation. There shall not be pending or threatened any action or proceeding Proceeding by or before any court or other governmental body Governmental Authority which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions Acquisition or any other transaction contemplated hereby, and which, in the judgment of PurchaserBuyer, makes it inadvisable to proceed with the Acquisition and other transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body Governmental Authority which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the reasonable judgment of PurchaserBuyer, makes it inadvisable would impose any condition on any of the Companies or Buyer which would be materially burdensome to proceed with any of the Companies or Buyer or would materially increase the costs incurred or that will be incurred by Buyer as a result of consummating the transactions contemplated hereby.
Appears in 1 contract
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions transaction contemplated hereby, and which, in the reasonable judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 1 contract
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of PurchaserREI, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 1 contract
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaserthe Sellers, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 1 contract
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions Agreement or any other transaction contemplated hereby, and which, in the judgment of the Purchaser, makes it inadvisable to proceed with the Agreement and other transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Diversified Food Group Inc)
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, prohibit or invalidate or collect damages arising out the sale of the transactions Purchased Assets to the Purchaser or any other transaction contemplated hereby, or which would materially and which, in adversely affect the judgment prospect of Purchaser, makes it inadvisable to proceed with full payment of the transactions contemplated herebyNote.
Appears in 1 contract
No Adverse Litigation. There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of PurchaserXxxxXxxxxxx.xxx, makes it inadvisable to proceed with the transactions contemplated hereby.
Appears in 1 contract
