No Adverse Proceedings or Events. No suit, action or other proceeding against the Company or the Purchaser, or their respective officers or directors, or the Stockholder, shall be threatened or pending before any court or governmental agency in which it will be, or it is, sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby.
No Adverse Proceedings or Events. No action or proceeding against Purchaser or the consummation of the transactions contemplated by this Agreement shall have been instituted or threatened or any investigations undertaken that might result in any such action or proceeding, no order of any court entered, and no other event shall have occurred or not occurred, on or before the Effective Date, which, in the view of Purchaser's counsel, renders it impossible for legal reasons for Purchaser to consummate the transactions contemplated by this Agreement.
No Adverse Proceedings or Events. No suit, action or other proceeding against any Party or its Affiliates shall be pending before any court or Governmental Authority which seeks to restrain or prohibit one or more of the transactions contemplated by this Agreement or to obtain material damages or other material relief in connection with this Agreement or the transactions contemplated hereby.
No Adverse Proceedings or Events. No suit, action or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby, unless such suit, action or proceeding is without substantial merit or basis.
No Adverse Proceedings or Events. No action or proceeding against Rushmore or the consummation of the transactions contemplated by this Agreement shall have been instituted or threatened or any investigations undertaken that might result in any such action or proceeding, no order of any court entered, and no other event shall have occurred or not occurred, on or before the Effective Date, which, in the opinion of Rushmore's counsel, renders it impossible or inadvisable for legal reasons for Rushmore to consummate the transactions contemplated by this Agreement.
No Adverse Proceedings or Events. No suit, action or any other proceeding against KNE, KNPC, TBI or TBI ACQUISITION, or their respective officers or directors, shall have been instituted and resulted in entry of a court order (which has not subsequently been dismissed, terminated or vacated) enjoining, either temporarily or permanently, the consummation of the transactions contemplated by this Agreement. No suit, action or other proceeding against KNE, KNPC, TBI or TBI ACQUISITION, or their respective officers or directors, shall be threatened or pending before any court or governmental agency in which it will be, or it is, sought to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby.
No Adverse Proceedings or Events. No suit, action or other proceeding against any Party or its Affiliates is pending before any court or Governmental Authority (including administrative proceedings) which seeks to restrain or prohibit one or more of the transactions contemplated by this Agreement or to obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby or any contracts to be transferred to the Purchaser under the Agreement, or that, if successful, could result in a material adverse effect on the Purchaser, the Project or the Purchaser’s ability to operate the Project as contemplated. No event has occurred that has had or could reasonably be expected to have a material adverse effect on the Purchaser, the Project or the Purchaser’s ability to operate the Project as contemplated.
No Adverse Proceedings or Events. No action or proceeding against AmericasBank of the consummation of the transactions contemplated by this Agreement shall have been instituted or threatened or any investigations undertaken that might result in any such action or proceeding, no order of any court entered, and no other event shall have occurred or not occurred, on or before the Effective Date, which, in the opinion of AmericasBank's counsel, renders it impossible or inadvisable for legal reasons for AmericasBank to consummate the transactions contemplated by this Agreement.
No Adverse Proceedings or Events. No suit, action or other -------------------------------- proceeding against the Seller, or its officers, directors or Affiliates (other than the Company), shall be pending before any court or governmental agency in which it will be, or it is, sought to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby, other than any such suit, action or proceeding instituted by the Seller.
No Adverse Proceedings or Events. Except for those matters -------------------------------- disclosed in Section 7.4 of the Disclosure Schedule, no suit, action or other proceeding against either of the Companies, the Purchaser or their respective officers, directors or employees, or either of the Stockholders which, if decided adversely to any of them could have a Material Adverse Effect on the Companies taken as a whole, shall be threatened or pending before any court or governmental agency including any (regardless of the materiality or lack thereof to the Companies taken as a whole) in which it will be, or it is, sought to restrain or prohibit any of the transactions contemplated by this Agreement or any in which it is sought to obtain material monetary damage in connection with this Agreement or the transactions contemplated hereby. 7.5
