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 Master Agreement, or any of the shareholders, members, officers or directors of any of them, or any of the assets of any of the Anderson Parties, or any of the Xxxxxxxx Partnerships wherein ax xxxxxorable judgment, order, decree, stipulation, injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Master Agreement, (ii) cause any of the transactions contemplated by this Master Agreement to be rescinded following consummation, or (iii) adversely affect the right of Highwoods to own, operate or control the Anderson Partnerships (and no sxxx xxxgment, order, decree, stipulation, injunction or charge shall be in effect) or own the assets of API.

Appears in 2 contracts

Samples: Master Agreement (Highwoods Properties Inc), Master Agreement (Highwoods Forsyth L P)

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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 Master Agreement, or any of the shareholders, members, officers or directors of any of them, or any of the assets of any of the Anderson Parties, or any of the Xxxxxxxx Partnerships Highwoods wherein ax xxxxxorable an unfavorable judgment, order, decree, stipulation, injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Master Agreement, (ii) cause any of the transactions contemplated by this Master Agreement to be rescinded following consummation, consummation or (iii) adversely affect the right of Highwoods to own, operate or control the Anderson Partnerships Properties (and no sxxx xxxgmentsuch judgment, order, decree, stipulation, injunction or charge shall be in effect) or own the assets of API).

Appears in 2 contracts

Samples: Master Agreement (Highwoods Properties Inc), Master Agreement (Highwoods Forsyth L P)

No Adverse Proceedings. No action, suit or proceeding before any court court, tribunal, arbitrator, authority, agency, commission or other instrumentality of the United States or any governmental state, county, city or regulatory authority other political subdivision ("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, against any of the parties to this Master Agreement, or any of the shareholders, members, officers or directors of any of them, or any of the assets of any of the Anderson Parties, or any of the Xxxxxxxx Partnerships in each case which remains unresolved wherein ax xxxxxorable an unfavorable judgment, order, decree, stipulation, ruling, charge or injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Master Agreement, the NLAG Registration Rights Agreement, the Note Termination Agreement, the Termination Agreement, the Release Agreement, the Jimirro Employment Agreement, the Jimirro Indemnity Agreement and the Voting Agreement (each as defined below), or (ii) cause any of the transactions contemplated by this Master Agreement such documents to be rescinded following consummation, or (iii) adversely affect the right of Highwoods to own, operate or control the Anderson Partnerships consummation (and no sxxx xxxgmentsuch judgment, order, decree, stipulation, ruling, charge or injunction or charge shall be in effect) or own the assets of API).

Appears in 2 contracts

Samples: Preferred Stock and Warrant Purchase Agreement (Holzer Ronald H), Preferred Stock and Warrant Purchase Agreement (Holzer Ronald H)

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 Amended and Restated Master Agreement, or any of the shareholders, members, officers or directors of any of them, or any of the assets of any of the Anderson Parties, or any of the Xxxxxxxx Partnerships Highwoods wherein ax xxxxxorable an unfavorable judgment, order, decree, stipulation, injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Amended and Restated Master Agreement, (ii) cause any of the transactions contemplated by this Amended and Restated Master Agreement to be rescinded following consummation, consummation or (iii) adversely affect the right of Highwoods to own, operate or control the Anderson Partnerships Properties (and no sxxx xxxgmentsuch judgment, order, decree, stipulation, injunction or charge shall be in effect) or own the assets of API).

Appears in 2 contracts

Samples: Master Agreement (Highwoods Properties Inc), Master Agreement (Highwoods Forsyth L P)

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 Master Agreement, or any of the shareholders, members, officers or directors of any of them, or any of the assets of any of the Anderson Parties, Highwoods or any of the Xxxxxxxx Partnerships HPI wherein ax xxxxxorable an unfavorable judgment, order, decree, stipulation, injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Master AgreementXxxxxx Xxxxxxxxx, (iixx) cause any of the transactions contemplated by this Master Agreement to be rescinded following consummation, consummation or (iii) adversely affect cause a material adverse effect on the right of Highwoods or HPI to own, operate or control the Anderson Partnerships Properties (and no sxxx xxxgmentsuch judgment, order, decree, stipulation, injunction or charge shall be in effect) or own the assets of API).

Appears in 1 contract

Samples: Master Agreement of Merger and Acquisition (Highwoods Properties 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 Amended and Restated Master Agreement, or any of the shareholders, members, officers or directors of any of them, or any of the assets of any of the Anderson Parties, or any of the Xxxxxxxx xxx Xxxerson Partnerships wherein ax xxxxxorable wherexx xx xxfavorable judgment, order, decree, stipulation, injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Amended and Restated Master Agreement, (ii) cause any of the transactions contemplated by this Amended and Restated Master Agreement to be rescinded following consummation, or (iii) adversely affect the right of Highwoods to own, operate or control the Anderson Partnerships (and no sxxx xxxgmentxx xxxx judgment, order, decree, stipulation, injunction or charge shall be in effect) or own the assets of API.

Appears in 1 contract

Samples: Master Agreement (Highwoods Properties Inc)

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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, against any of the parties to this Master Agreement, Agreement or any of the shareholderstheir Affiliates, members, officers or directors of any of them, or any of the assets of any of the Anderson Parties, or any of the Xxxxxxxx Partnerships in each case which remains unresolved wherein ax xxxxxorable an unfavorable judgment, order, decree, stipulation, stipulation or injunction or charge would (ia) prevent consummation of any of the transactions contemplated by this Master Agreement, (iib) cause any of the transactions contemplated by this Master Agreement to be rescinded following consummation, or (iiic) adversely affect the right of Highwoods Watsco to own, operate operate, or control Xxxxx or ISI or the Anderson Partnerships Shares following Closing (and no sxxx xxxgmentsuch judgment, order, decree, stipulation, injunction injunction, or charge shall be in effect) or own the assets of API).

Appears in 1 contract

Samples: Stock Purchase Agreement (Watsco Inc)

No Adverse Proceedings. No action, suit or proceeding before any court court, tribunal, arbitrator, authority, agency, commission or other instrumentality of the United States or any governmental state, county, city or regulatory authority other political subdivision ("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, against any of the parties to this Master Agreement, or any of the shareholders, members, officers or directors of any of them, or any of the assets of any of the Anderson Parties, or any of the Xxxxxxxx Partnerships in each case which remains unresolved wherein ax xxxxxorable an unfavorable judgment, order, decree, stipulation, ruling, charge or injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Master Agreement, the NLAG Registration Rights Agreement, the Note Termination Agreement, the Termination Agreement, the Release Agreement, the Jimirro Employment Agreement, the Jimirro Indemnity Agreement and the Voting Agreement (each as defined below), or (ii) cause any of the transactions contemplated by this Master Agreement such documents to be rescinded following consummation, or (iii) adversely affect the right of Highwoods to own, operate or control the Anderson Partnerships consummation (and no sxxx xxxgmentsuch judgment, order, decree, stipulation, ruling, charge or injunction or charge shall be in effect) or own the assets of API).

Appears in 1 contract

Samples: Preferred Stock and Warrant Purchase Agreement (J2 Communications /Ca/)

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 Amended and Restated Master Agreement, or any of the shareholders, members, officers or directors of any of them, or any of the assets of any of the Anderson Xxxxxxxx Parties, or any of the Xxxxxxxx Partnerships wherein ax xxxxxorable an unfavorable judgment, order, decree, stipulation, injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Amended and Restated Master Agreement, (ii) cause any of the transactions contemplated by this Amended and Restated Master Agreement to be rescinded following consummation, or (iii) adversely affect the right of Highwoods to own, operate or control the Anderson Xxxxxxxx Partnerships (and no sxxx xxxgmentsuch judgment, order, decree, stipulation, injunction or charge shall be in effect) or own the assets of API.

Appears in 1 contract

Samples: Master Agreement (Highwoods Forsyth L P)

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