No Governmental or Other Proceedings Sample Clauses

No Governmental or Other Proceedings. No action, suit, proceeding or ------------------------------------ investigation by or before any court or governmental, administrative or regulatory authority shall have been commenced or threatened against any Company, AIII or the Transferors seeking to restrain, prevent or change the transactions contemplated by this Agreement or questioning the validity or legality of the transactions or seeking damages in connection with the transactions.
Sample 1
AutoNDA by SimpleDocs
No Governmental or Other Proceedings. No action or proceeding shall be pending or threatened before any court, tribunal or governmental body, and no claim or demand shall have been made against Purchaser or Seller, or any Affiliate of either, seeking to restrain or prohibit or to obtain damages or other relief in connection with the consummation of the transactions contemplated by the Operative Documents.
Sample 1
No Governmental or Other Proceedings. No action or proceeding shall be pending or threatened before any court, tribunal or governmental body, and no claim or demand shall have been made against Purchaser or Seller seeking to restrain or prohibit or to obtain damages or other relief in connection with the consummation of the transactions contemplated by the Operative Documents.
Sample 1
No Governmental or Other Proceedings or Litigation. No order of any court or administrative agency shall be in effect which restrains or prohibits any transaction contemplated hereby or which would limit or affect Buyer's ownership of Company; no suit, action (other than the exercise of dissenters' rights), investigation, inquiry or proceeding by any governmental body or other person or entity shall be pending or threatened against Buyer, Acquisition Sub or Company, which challenges the validity or legality, or seeks to restrain the consummation of the transactions contemplated hereby or which seeks to limit or otherwise effect Buyer's ownership of Company and no written advice shall have been received by Buyer, Acquisition Sub, Company or their respective counsel from any governmental body, and remain in effect, stating that an action or proceeding will, if the Merger is consummated or sought to be consummated, be filed seeking to invalidate or restrain the Merger or limit or otherwise affect Buyer's ownership of Company.
Sample 1
No Governmental or Other Proceedings. No action or proceeding shall be instituted, pending or threatened before any court or Governmental Authority or Agency and no claim or demand shall have been made against Buyer or Seller seeking to restrain or prohibit, to obtain damages or other relief in connection with or otherwise interfere with the consummation of the transactions contemplated by this Agreement, the ownership or operation by Buyer or any of its Affiliates or all or any material portion of the Assets or the business or assets of Buyer or any of its Affiliates or to compel Buyer or any of its Affiliates to dispose of all or any material portion of the assets of Buyer or any of its Affiliates or seeking to require divestiture by Buyer or any of its Affiliates of any Assets, or to obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement, and which, if adversely determined, would have a Material Adverse Effect on Buyer.
Sample 1
No Governmental or Other Proceedings. 12 7.1 Conduct of Business 13 7.2 Obtaining Consents and Approvals 14 7.3 Commercially Reasonable Efforts 15 7.4 Access and Information 15 7.5 Additional Information 15 7.6 Expenses; Liabilities 16
Sample 1

Related to No Governmental or Other Proceedings

  • Litigation or Other Proceedings promptly upon any Officer of Company obtaining knowledge of (1) the institution of, or non-frivolous threat of, any Proceeding against or affecting Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries not previously disclosed in writing by Company to Lenders or (2) any material development in any Proceeding that, in any case:

  • Suits or Other Proceedings 78 9.14 Notice of Environmental Complaint or Condition .....................................................78 9.15

  • Pending Litigation or Other Proceedings There is no pending or, to the best of the Backup Servicer’s Knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Backup Servicer which, if decided adversely, would materially and adversely affect (i) the condition (financial or otherwise), business or operations of the Backup Servicer, (ii) the ability of the Backup Servicer to perform its obligations under, or the validity or enforceability of this Indenture or any other documents or transactions contemplated under this Indenture, (iii) any property or title of any Obligor to any property or (iv) the Indenture Trustee’s ability to foreclose or otherwise enforce the Liens of the Timeshare Loans.

  • No Governmental Action No investigation, action or proceeding shall have been commenced by the Department of Justice or Federal Trade Commission or any other governmental entity challenging or seeking to enjoin the consummation of this transaction and neither Buyer nor Seller shall have been notified of a present intention by the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice, the Director of the Bureau of Competition of the Federal Trade Commission or any governmental entity (or their respective agents or designees) to commence, or recommend the commencement of, such an investigation, action or proceeding.

  • Legal Proceedings; Governmental Orders (a) There are no Actions pending or, to Seller’s Knowledge, threatened (a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating to the Company); or (b) against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. (b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or any of its properties or assets.

  • Litigation; Governmental Proceedings There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or in connection with the Company’s listing application for the listing of the Public Securities on the Exchange.

  • Other Proceedings No action, suit, investigation, bankruptcy or other proceeding (including, without limitation, the enactment or promulgation of a statute or rule) by or before any arbitrator or any Governmental Authority shall be threatened or pending and no preliminary or permanent injunction or order by a state or federal court shall have been entered (i) in connection with this Agreement or any transaction contemplated hereby or (ii) which, in any case, in the judgment of the Administrative Agent could reasonably be expected to result in a Material Adverse Change.

  • No Material Actions or Proceedings Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.

  • No Governmental Order No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the Merger or any of the other material transactions contemplated by this Agreement illegal or otherwise restraining or prohibiting the consummation of the Merger or any of the other transactions contemplated by this Agreement.

  • No Violations or Proceedings To each Loan Party’s knowledge, on and as of the date hereof, there is no material violation by others of any right of such Loan Party with respect to any copyright, patent or trademark listed in Schedule 12(a) or 12(b) to the Perfection Certificate, pledged by it under the name of such Loan Party except as may be set forth on Schedule 3.06(c).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!