Common use of No Adverse Proceedings Clause in Contracts

No Adverse Proceedings. No Law shall have been enacted or promulgated, and no investigation, action, suit or proceeding shall have been threatened or instituted against Seller or Purchaser as of the Closing Date, which, in any such case, in the reasonable judgment of Seller, challenges, or might result in a challenge to, the consummation of the transactions contemplated hereby, or which claims, or might give rise to a claim for, damages against Seller as a result of the consummation of such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Barr Laboratories Inc)

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No Adverse Proceedings. No Law shall have been enacted or promulgated, and ---------------------- no investigation, action, suit or proceeding shall have been threatened or instituted against Seller the Sellers, the Company or Purchaser as of the Closing DatePurchaser, which, in any such case, in the reasonable judgment of SellerSellers, challenges, or might could reasonably be expected to result in a challenge to, the consummation of the transactions contemplated hereby, or which claims, or might could reasonably be expected to give rise to a claim for, damages against Seller the Sellers as a result of the consummation of such transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medichem Life Sciences Inc)

No Adverse Proceedings. No Law shall have been enacted or promulgated, and no investigation, action, suit or proceeding shall have been threatened or instituted against Seller Seller, the Company or Purchaser as of the Closing DatePurchaser, which, in any such case, in the reasonable judgment of Seller, challenges, or might could reasonably be expected to result in a challenge to, the consummation of the transactions contemplated hereby, or which claims, or might could reasonably be expected to give rise to a claim for, damages in a material amount against Seller as a result of the consummation of such transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Neenah Foundry Co)

No Adverse Proceedings. No Law shall have been enacted or promulgated, and no investigation, action, suit or proceeding shall have been threatened or instituted against Seller or Purchaser as of the Closing Date, which, in any such case, in the reasonable judgment of SellerPurchaser, challenges, or might result in a challenge to, the consummation of the transactions contemplated hereby, or which claims, or might give rise to a claim for, damages against Seller Purchaser as a result of the consummation of such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Barr Laboratories Inc)

No Adverse Proceedings. No Law shall have been enacted enacted, promulgated or promulgatedproposed, and no investigation, action, suit or proceeding shall have been threatened or instituted against Seller Seller, Purchaser or Purchaser Company as of the Closing Date, which, in any such case, in the reasonable judgment of SellerPurchaser, challenges, or might result in a challenge to, the consummation of the transactions contemplated hereby, hereby or which claimsoperation of the Business, or might give rise to a claim for, for damages against Seller Seller, Purchaser or Company as a result of the consummation of such transactionstransactions or operation of the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Phase Iii Medical Inc/De)

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No Adverse Proceedings. No Law shall have been enacted or promulgated, and no investigation, action, suit or proceeding shall have been threatened or instituted against Seller Purchaser or Purchaser as of the Closing DateAcquisition Sub, which, in any such case, in the reasonable judgment of Sellerthe Company, challenges, or might result in a challenge to, the consummation of the transactions contemplated hereby, or which claims, or might give rise to a claim for, damages against Seller the Company as a result of the consummation of such transactions.

Appears in 1 contract

Samples: Merger Agreement (Booth Creek Ski Holdings Inc)

No Adverse Proceedings. No Law shall have been enacted or promulgated, and ---------------------- no investigation, action, suit or proceeding shall have been threatened or instituted against Seller the Sellers, the Company or Purchaser as of the Closing DatePurchaser, which, in any such case, in the reasonable judgment of SellerPurchaser, challenges, or might could reasonably be expected to result in a challenge to, the consummation of the transactions contemplated hereby, or which claims, or might could reasonably be expected to give rise to a claim for, damages against Seller Purchaser or the Company as a result of the consummation of such transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medichem Life Sciences Inc)

No Adverse Proceedings. No Law shall have been enacted or promulgated, and no investigation, action, suit or proceeding shall have been threatened or instituted against Seller Seller, Purchaser or Purchaser Company as of the Closing Date, which, in any such case, in the reasonable judgment of Seller, challenges, or might result in a challenge to, the consummation of the transactions contemplated hereby, or which claims, or might give rise to a claim for, damages against Seller as a result of the consummation of such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Phase Iii Medical Inc/De)

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