No Litigation or Consents Sample Clauses

No Litigation or Consents. There is no Action pending or, to the Knowledge of Buyer, threatened against or affecting Buyers or any of their affiliates, and no Buyer nor any of its affiliates has received written notice with respect thereto, relating to this Agreement, the Ancillary Agreements, or any of the documents, certificates and instruments contemplated hereby or thereby to which a Buyer is a party or the transactions contemplated herein or therein which, individually or in the aggregate, would reasonably be expected to materially and adversely impair such Buyer’s ability to consummate the transactions contemplated by this Agreement. There are no settlement agreements or similar written agreements with any Governmental Authority, and there are no outstanding orders, judgments, stipulations, decrees, injunctions, determinations or awards issued by any Governmental Authority against or affecting Buyers or any of their affiliates relating to this Agreement, the Ancillary Agreements, or any of the documents, certificates and instruments contemplated hereby or thereby to which a Buyer is a party or the transactions contemplated herein or therein which, individually or in the aggregate, would reasonably be expected to materially and adversely impair such Buyer’s ability to consummate the transactions contemplated by this Agreement. Except for the Permits necessary for the operation of the Business by Buyers post-Closing and as provided on Schedule 5.4, no material consent of or notice to any other Person and no material consent, license, Permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority or other Person is required by any Buyer or any of its affiliates in connection with the execution, delivery, performance, validity or enforceability of this Agreement, the Ancillary Agreements, or any of the documents, certificates and instruments contemplated hereby or thereby to which such Buyer is a party or the transactions contemplated herein or therein.
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No Litigation or Consents. Except as set forth on Schedule 6.4A, there is no litigation, arbitration proceeding, governmental investigation, citation or action of any kind pending, proposed or threatened against the Buyer or the Sub with respect to any transaction in the Buyer's securities, the transactions contemplated by this Agreement, or the business or assets of the Buyer or the Sub. Except as set forth on Schedule 6.4B, no consent of any other Person and no consent, Permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by the Buyer or the Sub in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the transactions contemplated herein.
Sample 1

Related to No Litigation or Consents

  • No Litigation No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of this Agreement or the consummation of the transactions contemplated hereby.

  • No Litigation, Etc No suit, action or other proceeding, investigation, or injunction or final judgment relating thereto, shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Transaction Documents or the consummation of the Transaction.

  • No Litigation Threatened No action or proceedings shall have been instituted or threatened before a court or other government body or by any public authority to restrain or prohibit any of the transactions contemplated hereby.

  • No Litigation Pending There is no action, suit, proceeding or investigation pending or threatened against the Servicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement;

  • No Pending Litigation or Proceedings No Litigation is pending or, to the knowledge of Buyer, threatened against or affecting Buyer or any Affiliate of Buyer in connection with any of the transactions contemplated by this Agreement or any Other Agreement to which Buyer is or is to become a party or that would, to Buyer’s knowledge, have a material adverse effect on Buyer’s business considered as a whole.

  • No Actions or Proceedings No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Agreement, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Agent's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents.

  • 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).

  • No Actions or Court Orders No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to damage Purchaser, the Assets or the Business materially if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability of Purchaser to own, operate, possess or transfer the Assets after the Closing. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.

  • No Action or Proceeding No legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the Purchased Shares contemplated hereby;

  • No Violation, Litigation or Regulatory Action Except as set forth in Schedule 6.3:

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