No Orders or Actions. There shall have been no Order of any nature by any Governmental Entity that is in effect that restrains or prohibits the consummation of any of the transactions contemplated by this Agreement, and no Action before any Governmental Entity shall have been instituted or threatened by any Person which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the enforceability of this Agreement.
No Orders or Actions. No Order shall have been enforced or issued by any court of competent jurisdiction or Government Entity and remain in effect that would, and no action, suit or proceeding shall be pending that, in the reasonable legal opinion of counsel to the Buyer, would, or be expected to result in an Order that would, on a temporary or permanent basis: (a) restrain, enjoin or otherwise prohibit the transactions contemplated hereby; (b) cause any of the transactions contemplated hereby to be rescinded following their consummation; or (c) adversely affect the right of the Buyer and the Purchasers to own the Equity Interests, the Transferred Subsidiaries, the U.S. Intellectual Property, the Canadian Assets and the Toolz Shares and to operate the Business.
No Orders or Actions. No Order shall have been enforced or issued by any court of competent jurisdiction or Government Entity and remain in effect that would, and no action, suit or proceeding shall be pending that, in the reasonable legal opinion of counsel to Parent, would, or be expected to result in an Order that would, on a temporary or permanent basis, restrain, enjoin or otherwise prohibit the transactions contemplated hereby.
No Orders or Actions. No order, writ, injunction or decree directed against Seller or any of the Property or proposal to change the permitted use or zoning of any of the Property shall be pending or threatened, shall have been entered and be in effect, or shall hereafter be enacted by any court of competent jurisdiction or any applicable governmental authority, and no statute, rule, regulation, ordinance or other requirement shall be pending or threatened or shall hereafter be enacted that could or does materially affect the operation, use or value of the Property or Seller’s ability to perform its obligations hereunder.
No Orders or Actions. Seller is not subject to any Order that will have an adverse effect on such Seller’s ability to comply with or perform any of the Seller’s covenants or obligations under this Agreement and the Ancillary Agreements to which it is a party. There is no Action pending and no Person has threatened, in writing or otherwise, to commence any Action that will have an adverse effect on the ability of the Seller to comply with or perform any of Seller’s covenants or obligations under this Agreement and the Ancillary Agreements to which it is a party. To the Seller’s knowledge, no event has occurred and no claim, dispute or other condition or circumstance that might give rise to or serve as a basis for the commencement of any such Action.
No Orders or Actions. The Buyer is not subject to any Order that will have an adverse effect on the Buyer’s ability to comply with or perform any of the Buyer’s covenants or obligations under this Agreement. There is no Action pending and no Person has threatened, in writing or otherwise, to commence any Action that will have an adverse effect on the ability of the Buyer to comply with or perform any of the Buyer’s covenants or obligations under this Agreement or any Ancillary Agreement. To the Knowledge of the Buyer, no event has occurred and no claim, dispute or other condition or circumstance that might give rise to or serve as a basis for the commencement of any such Action.
No Orders or Actions. There shall be no Orders in effect preventing, nor Actions pending seeking to prevent, consummation of any of the transactions contemplated by this Agreement or the Ancillary Agreements.
