No Other Actions. Neither the Company nor any of its affiliates has taken or agreed to take any action, or is aware of any fact or circumstance, that could reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
No Other Actions. As of the Original Effective Date and as of the A&R Effective Date, it has no knowledge of any threatened or pending actions, lawsuits, claims or arbitration proceedings in any way relating to the Arvinas Intellectual Property or Licensed PROTACs or Licensed Products; provided, however, that nothing in this Section 11.2(g) shall be interpreted as requiring Arvinas to have undertaken any inquiries or to have obtained any freedom to operate opinion;
No Other Actions. Employee represents that Employee has not filed, and will not file, any complaints, charges, or grievances against any or all of the Released Parties with any city, county, state, or federal agency or court, whether or not arising out of or related to his or her employment with, compensation during, and separation from ClearSign.
No Other Actions. Each Seller represents and warrants that he has not filed or provoked any other pending complaint, claim or charge that is subject to the release contained in Section 3.5 on such Seller’s behalf or on behalf of others, and each Seller is not aware of any such pending complaint, claim or charge on such Seller’s own behalf, against the Released Parties, or any of them, with any local, state or federal agency, administrative or regulatory agency, tribunal or court nor shall any Seller make any such complaint, claim or charge that is subject to the release contained in Section 3.5, whether on such Seller’s behalf or on behalf of others.
No Other Actions. Since the Balance Sheet Date, Daily Engage has (i) operated its business and conducted its affairs only in the usual and ordinary course consistent with past practices and in such manner as shall be consistent with all representations and warranties of Daily Engage so that the same remain true and accurate as of the Closing, (ii) except as set forth in Section 3.18 of the Daily Engage Disclosure Schedule made all regularly scheduled payments on the Liabilities of Daily Engage, (iii) not made any material expenditures or incurred or agreed to any additional indebtedness, except in the ordinary course of Daily Engage's businesses and which would not be material to Daily Engage when taken as a whole, (iv) not made any distributions or paid any dividends to any Member or made bonus payments to the Daily Engage employees other than consistent with past practices; or (v) not increased any Daily Engage's employees or consultants compensation, other than a regularly scheduled increase in the ordinary course of the Daily Engage's business.
No Other Actions. Xx. Xxxxx represents and covenants that he has not filed or lodged any complaints or charges against any of the Released Company Parties with any local, state, or federal agency or court.
No Other Actions. No Governmental Authority and no other Person shall have commenced any Action: (a) challenging the Transactions or any of the other Transactions or seeking the recovery of Losses in connection with the Transactions or any of the other Transactions; (b) seeking to prohibit or limit the exercise by Buyer of any material right pertaining to its ownership of the Company; (c) that would be reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the any of the Transactions; or (d) seeking to compel the Company, Buyer or any Affiliate of Buyer to dispose of or hold separate any material assets as a result of the Transactions.
No Other Actions. Except as set forth in this Agreement, no other or further action is necessary for the Parties to enter into this Agreement and all other documents contemplated hereby and thereby.
No Other Actions. No other or further action is necessary for the Parties to enter into this Settlement Agreement and all other documents contemplated hereby and thereby; however, should any further action or documents be necessary to implement this Settlement Agreement, the Parties agree to complete such action or documents promptly.
No Other Actions. Consistent with the Release of Claims in Paragraph 6 above, the Identified Victims and OZ Africa hereby represent and warrant that they have not commenced or filed any action, complaint, grievance, demand for arbitration, lawsuit or claim of any nature concerning any subject, in any venue or forum, against any of the Releasees. The Identified Victims and OZ Africa also represent and warrant that they will not appeal, challenge or otherwise seek review, recovery or recoupment, by writ of mandamus or otherwise, of the Settlement Payment provided it is made and distributed. For the avoidance of doubt, nothing in this Agreement is intended to preclude OZ Africa from appealing or challenging any award of restitution ordered to be paid to any identified victim other than the Identified Victims.
