Common use of No Proceeding or Prohibition Clause in Contracts

No Proceeding or Prohibition. At the time of the Closing, there shall not be any litigation, investigation, inquiry, or proceeding pending or threatened in or by any court or agency of any government or by any third party against or affecting BUYER which in the judgment of the executive officers of SELLER, with the advice of counsel, presents a bona fide claim to restrain, enjoin, or prohibit consummation of the transaction contemplated by this Agreement or which might result in rescission in connection with such transactions; and SELLER shall have been furnished with a Certificate, substantially in the form as specified in Schedule I to this Agreement, dated as of the Closing Date and signed by the Chairman, President, or an Executive Vice President and Secretary or Assistant Secretary of BUYER, to the effect that no such litigation, investigation, inquiry, or proceeding is pending or, to their knowledge, threatened.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Park National Corp /Oh/), Purchase and Assumption Agreement (Home Bancshares Inc)

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No Proceeding or Prohibition. At the time of the Closing, there shall not be any litigation, investigation, inquiry, or proceeding pending or threatened in or by any court or agency of any government or by any third party against or affecting BUYER which in the judgment of the executive officers of SELLERBANK ONE, with the advice of counsel, presents a bona fide claim to restrain, enjoin, or prohibit consummation of the transaction contemplated by this Agreement or which might result in rescission in connection with such transactions; and SELLER BANK ONE shall have been furnished with a Certificate, substantially in the form as specified in Schedule I to this Agreement, dated as of the Closing Date and signed by the Chairman, President, or an Executive Vice President and Secretary or Assistant Secretary of BUYERPremier, to the effect that no such litigation, investigation, inquiry, or proceeding is pending or, to the best of their knowledge, threatened.

Appears in 1 contract

Samples: Office Purchase and Assumption Agreement (Cobancorp Inc)

No Proceeding or Prohibition. At the time of the Closing, there shall not be any litigation, investigation, inquiry, or proceeding pending or threatened in or by any court or agency of any government or by any third party against or affecting BUYER which in the judgment of the executive officers of SELLERBANK ONE, with the advice of counsel, presents a bona fide claim to restrain, enjoin, or prohibit consummation of the transaction contemplated by this Agreement or which might result in rescission in connection with such transactions; and SELLER BANK ONE shall have been furnished with a Certificate, substantially in the form as specified in Schedule SCHEDULE I to this Agreement, dated as of the Closing Date and signed by the Chairman, President, or an Executive Vice President and Secretary or Assistant Secretary of BUYER, to the effect that no such litigation, investigation, inquiry, or proceeding is pending or, to the best of their knowledge, threatened.

Appears in 1 contract

Samples: Office Purchase and Assumption Agreement (Community First Bankshares Inc)

No Proceeding or Prohibition. At the time of the Closing, there shall not be any litigation, investigation, inquiry, or proceeding pending or threatened in or by any court or agency of any government or by any third party against or affecting BUYER which in the judgment of the executive officers of SELLERBANK ONE, with the advice of counsel, presents a bona fide claim to restrain, enjoin, or prohibit consummation of the transaction contemplated by this Agreement or which might result in rescission in connection with such transactions; and SELLER BANK ONE shall have been furnished with a Certificate, substantially in the form as specified in Schedule I to this Agreement, dated as of the Closing Date and signed by the Chairman, President, or an Executive Vice President and Secretary or Assistant Secretary of BUYER, to the effect that no such litigation, investigation, inquiry, or proceeding is pending or, to the best of their knowledge, threatened.

Appears in 1 contract

Samples: Office Purchase and Assumption Agreement (Heartland Financial Usa Inc)

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No Proceeding or Prohibition. At the time of the Closing, there shall not be any litigation, investigation, inquiry, or proceeding pending or threatened in or by any court or agency of any government or by any third party against or affecting BUYER which in the judgment of the executive officers of SELLERBANK ONE, with the advice of counsel, presents a bona fide claim to restrain, enjoin, or prohibit consummation consummation~nation of the transaction contemplated by this Agreement or which might result in rescission in connection with such transactions; and SELLER BANK ONE shall have been furnished beenfurnishedd with a Certificate, substantially in the form as specified in Schedule I J to this Agreement, dated as of the Closing Date and signed by the Chairman, President, President or an Executive Vice President and Secretary or Assistant Secretary of BUYERCNB, to the effect that no such litigation, investigation, inquiry, or proceeding is pending or, to the best of their knowledge, threatened.

Appears in 1 contract

Samples: Office Purchase and Assumption Agreement (American Bancorporation /Wv/)

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