Common use of No Adverse Proceedings Clause in Contracts

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers, directors, managers or members of any of them, or any of the Purchased Assets, seeking to restrain, prevent or change the transactions contemplated hereunder or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Healthier Choices Management Corp.), Asset Purchase Agreement (Healthier Choices Management Corp.), Asset Purchase Agreement (Healthier Choices Management Corp.)

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No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers, directors, managers or members of any of them, or any of the Purchased Assets, Assets seeking to restrain, prevent or change the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Healthier Choices Management Corp.), Asset Purchase Agreement (Healthier Choices Management Corp.), Asset Purchase Agreement (Healthier Choices Management Corp.)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers, directors, managers officers or members directors of any of them, or any of the Purchased Subject Assets, seeking to restrain, prevent or change the transactions contemplated hereunder or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 4 contracts

Samples: Asset Purchase Agreement (American Aircarriers Support Inc), Asset Purchase Agreement (American Aircarriers Support Inc), Asset Purchase Agreement (American Aircarriers Support Inc)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers, directors, managers officers or members of directors or any of them, or any of the Purchased AssetsAssets where an unfavorable judgment with respect thereto would prevent, seeking to restrain, prevent rescind or change declare unlawful the transactions contemplated hereunder or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactionshereby.

Appears in 3 contracts

Samples: Credit Agreement (Apparel Holding Corp.), Term Loan Agreement (Apparel Holding Corp.), Term a Loan Agreement (Apparel Holding Corp.)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, threatened against any of the parties to this Agreement, or any of the principals, officers, directors, managers officers or members directors of any of them, or any of the Purchased Assets, Subject Assets seeking to restrain, prevent or change the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 3 contracts

Samples: Asset Purchase Agreement (American Aircarriers Support Inc), Asset Purchase Agreement (American Aircarriers Support Inc), Asset Purchase Agreement (American Aircarriers Support Inc)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers, directors, managers officers or members directors of any of them, or any of the Purchased Assets, seeking to restrain, prevent or change the transactions contemplated hereunder or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 2 contracts

Samples: Merger Agreement (Conso International Corp), Merger Agreement (Cic Acquisition Sub Inc)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers, directors, managers officers or members directors of any of them, or any of the Purchased Assets, Assets seeking to restrain, prevent or change the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.;

Appears in 2 contracts

Samples: Asset Purchase Agreement (Infinite Group Inc), Asset Purchase Agreement (Infinite Group Inc)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall 35 have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, threatened against any of the parties to this Agreement, or any of the principals, officers, directors, managers officers or members directors of any of them, or any of the Purchased Assets, Subject Assets seeking to restrain, prevent or change the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Aircarriers Support Inc)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority Governmental Authority shall have been commenced, no investigation by any governmental or regulatory authority Governmental Authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority Governmental Authority shall have been threatened, threatened against any of the parties to this Agreement, any of the Nexstar Entities not party to this Agreement, or any of the principals, officers, directors, managers partners or members interestholders of any of them, or any of the Purchased Assets, their assets seeking to restrain, prevent or change challenge the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nexstar Broadcasting Group Inc)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers, directors, managers or members of any of them, or any of the Purchased Assets, seeking to restrain, prevent or change the transactions contemplated hereunder or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lehigh Gas Partners LP)

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No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers, directors, managers officers or members directors of any of them, or any of the Purchased Assets, Assets seeking to restrain, prevent or change the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Infinite Group Inc)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers, directors, managers officers or members directors of any of them, or any of the Purchased Assets, assets of the Company seeking to restrain, prevent or change the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Key Energy Services Inc)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority Governmental Authority shall have been commenced, no investigation by any governmental or regulatory authority Governmental Authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority Governmental Authority shall have been threatened, threatened against any of the parties to this Agreement, or any of the principals, officers, directors, managers partners or members unitholders of any of them, or any of the Purchased Assets, their assets seeking to restrain, prevent or change challenge the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Muzak Holdings Finance Corp)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers, directors, managers or members of any of them, or any of the Purchased Assets, seeking to restrain, prevent or change the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Healthier Choices Management Corp.)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority Governmental Authority shall have been commenced, no investigation by any governmental or regulatory authority Governmental Authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority Governmental Authority shall have been threatened, threatened against any of the parties to this Agreement, or any of the principals, officers, directors, managers partners or members stockholders of any of them, or any of the Purchased Assets, their assets seeking to restrain, prevent or change challenge the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ign Entertainment Inc)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers, directors, managers or members of any of them, or any of the Purchased AssetsInterest, seeking to restrain, prevent or change the transactions contemplated hereunder or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Healthier Choices Management Corp.)

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