Common use of No Proceedings or Litigation Clause in Contracts

No Proceedings or Litigation. (a) No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement. (b) No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties, or any of their respective Affiliates, associates, officers or directors, seeking to prevent transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased Assets or asserting that the sale of the Purchased Assets would be illegal or create liability for damages or which may have a Material Adverse Effect on the Business or the Purchased Assets.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Ess Technology Inc), Asset Purchase Agreement (Pointshare Corp), Asset Purchase Agreement (Atroad Inc)

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No Proceedings or Litigation. (a) No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement. (b) No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties, or any of their respective Affiliates, associates, officers or directors, seeking to prevent the transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased Assets or asserting that the sale of the Purchased Assets would be illegal or create liability for damages or which may have a Material Adverse Effect on the Business or the Purchased Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Atroad Inc), Asset Purchase Agreement (Accrue Software Inc)

No Proceedings or Litigation. (a) No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement. (b) No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties, or any of their respective Affiliates, associates, officers or directors, seeking to prevent transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased Assets or asserting that the sale of the Purchased Assets would be illegal or create liability for damages or which may have a Material Adverse Effect on the Business Seller's business or the Purchased Assets.

Appears in 2 contracts

Samples: Asset Acquisition Agreement (Phoenix Technologies LTD), Asset Acquisition Agreement (Phoenix Technologies LTD)

No Proceedings or Litigation. (a) No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement. (b) No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties, or any of their respective Affiliates, associates, officers or directors, seeking to prevent transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased Assets or asserting that the sale of the Purchased Assets would be illegal or create liability for damages or which may have a Material Adverse Effect on the Business or the Purchased Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Phoenix Technologies LTD), Asset Purchase Agreement (Digital Lightwave Inc)

No Proceedings or Litigation. (a) No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement. (b) No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties, or any of their respective Affiliates, associates, officers or directors, seeking to prevent transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased Assets or asserting that the sale of the Purchased Assets would be illegal or create liability for damages or which may have a Material Adverse Effect on the IZ Business or the Purchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Popmail Com Inc)

No Proceedings or Litigation. (a) No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement. . (b) No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties, or any of their respective Affiliates, associates, officers or directors, seeking to prevent the transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased RODDOC Assets and Business or asserting that the sale of the Purchased RODDOC Assets and Business would be illegal or create liability for damages or which may have a Material Adverse Effect on the Business or the Purchased AssetsRODDOC Assets and Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hpil Holding)

No Proceedings or Litigation. (a) No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement. (b) No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties, or any of their respective Affiliates, associates, officers or directors, seeking to prevent transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased Assets or asserting that the sale of the Purchased Assets would be illegal or create liability for damages or which may have a Material Adverse Effect on the Hardware Business or the Purchased AssetsAssets satisfying the conditions set forth in Section 8.1(c) above.

Appears in 1 contract

Samples: Asset Purchase Agreement (Visioneer Inc)

No Proceedings or Litigation. (a) No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement. (b) No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties, or any of their respective Affiliates, associates, officers or directors, seeking to prevent transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased Assets or asserting that the sale of the Purchased Assets would be illegal or create liability for damages or which may have a Material Adverse Effect on the Business or the Purchased Assetsdamages.

Appears in 1 contract

Samples: Asset Purchase Agreement (New Valley Corp)

No Proceedings or Litigation. (a) No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement. (b) No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties, or any of their respective Affiliates, associates, officers or directors, seeking to prevent transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased Acquired Assets or asserting that the sale of the Purchased Acquired Assets would be illegal or create liability for damages or which may have a Material Adverse Effect on the Business or the Purchased Acquired Assets.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Elektryon)

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No Proceedings or Litigation. (a) 8.4.3.1. No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement. (b) 8.4.3.2. No suit, action, claim, proceeding or formal investigation before any Governmental Entity shall have been commenced by any Governmental Entity and be pending against any of the partiesparties hereto, or any of their respective Affiliates, associates, officers or directors, seeking to prevent the transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased Assets or asserting that the sale of the Purchased Assets would be illegal or create liability for damages or which may have a Material Adverse Effect on the Business or the Purchased Assetsdamages.

Appears in 1 contract

Samples: Asset Purchase Agreement (WPT Enterprises Inc)

No Proceedings or Litigation. (a) No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement. (b) No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties, or any of their respective Affiliates, associates, officers or directors, (i) seeking to prevent transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased Assets or the license of the Licensed Assets; (ii) asserting that the sale of the Purchased Assets or the license of the Licensed Assets would be illegal or create liability for damages damages; or (iii) which may have a Material Adverse Effect on the Business or the Purchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ess Technology Inc)

No Proceedings or Litigation. (a) No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement. (b) No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties, or any of their respective Affiliates, associates, officers or directors, seeking to prevent transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased Assets or asserting that the sale of the Purchased Assets would be illegal or create liability for damages or which may have a Material Adverse Effect an adverse effect on the Business or the Purchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cobalt Group Inc)

No Proceedings or Litigation. (a) No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement. (b) No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties, or any of their respective Affiliates, associates, officers or directors, seeking to prevent transactions contemplated by this Agreement, including, without limitation, the sale of the Purchased Assets or asserting that the sale of the Purchased Assets would be illegal or create liability for damages or which may have a Material Adverse Effect on the Business Assets or the Purchased Assetsownership, use, or operation thereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wj Communications Inc)

No Proceedings or Litigation. (a) No preliminary or permanent injunction or other order shall have been issued by any Governmental Entity, nor shall any statute, rule, regulation or executive order be promulgated or enacted by any Governmental Entity which prevents the consummation of the transactions contemplated by this Agreement. (b) No suit, action, claim, proceeding or investigation before any Governmental Entity shall have been commenced and be pending against any of the parties, or any of their respective Affiliates, associates, officers or directors, seeking to prevent transactions contemplated by this Agreement, including, without limitation, Agreement or asserting that the Merger or the sale of the Purchased Assets or asserting that the sale of the Purchased Assets Target Company Securities, would be illegal or create liability for damages or which may have a Material Adverse Effect on the Business or the Purchased Assetsdamages.

Appears in 1 contract

Samples: Merger Agreement (Landec Corp \Ca\)

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