Common use of Notice of Proceedings Clause in Contracts

Notice of Proceedings. The Seller will promptly notify the Buyer in writing on: (a) receiving notice of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder; or (b) receiving any notice from any governmental department, court, agency or commission of its intention (i) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or such transactions, or (ii) to nullify or render ineffective this Agreement or such transactions if consummated.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Metro Information Services Inc), Asset Purchase Agreement (Metro Information Services Inc)

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Notice of Proceedings. The Seller will promptly notify the Buyer in writing on: upon (a) receiving notice becoming aware of any order or decree or any complaint praying for an any order or decree restraining or enjoining the consummation execution of this Agreement or the consummation of the transactions contemplated hereunder; , or (b) receiving any notice from any governmental department, court, agency court or commission any Regulatory Authority of its intention (i) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, enjoin the consummation execution of this Agreement or such transactionsthe consummation of the transactions contemplated by this Agreement, or (ii) to nullify or render ineffective this Agreement if executed or such transactions if consummated.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Summit Technology Inc), Equity Purchase Agreement (Composite Technology Corp)

Notice of Proceedings. The Seller Buyer will promptly notify the Buyer Seller in writing on: (a) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder; or (b) receiving any notice from any governmental department, court, agency or commission of its intention (i) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or such transactions, or (ii) to nullify or render ineffective this Agreement or such transactions if consummated.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Metro Information Services Inc), Asset Purchase Agreement (Metro Information Services Inc)

Notice of Proceedings. The Seller will Sellers shall promptly notify the Buyer in writing on: upon (ai) receiving notice becoming aware of any order or decree or any complaint praying for seeking an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder; hereby, or (bii) receiving any notice from any governmental department, court, agency or commission of its intention (iA) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or such transactionsthe transactions contemplated hereby, or (iiB) to nullify or render ineffective this Agreement or such the transactions contemplated hereby if consummated.

Appears in 2 contracts

Samples: Orlando Asset Purchase Agreement (Teletrac Inc /De), Miami Asset Purchase Agreement (Teletrac Inc /De)

Notice of Proceedings. The Seller will promptly notify the Buyer Buyers in writing on: upon (a) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation execution of this Agreement or the consummation of the transactions contemplated hereunder; , or (b) receiving any notice from any governmental department, court, agency court or commission any Regulatory Authority of its intention (i) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, enjoin the consummation execution of this Agreement or such transactionsthe consummation of the transactions contemplated hereunder, or (ii) to nullify or render ineffective this Agreement if executed or such transactions if consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Coram Healthcare Corp)

Notice of Proceedings. The Each Seller will shall (and the Seller Principal shall cause each Seller to) promptly notify the Buyer telephonically and in writing on: upon that Seller (ai) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder; , or (bii) receiving any notice from any governmental department, court, agency or commission Governmental Entity of its intention (iA) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or such transactions, or (iiB) to nullify or render ineffective this Agreement or such transactions if consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fuqi International, Inc.)

Notice of Proceedings. The Seller Buyer will promptly notify the Buyer Selling Shareholders and Valence in writing on: upon (a) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree (or any threat to seek any of the foregoing) restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder; , or (b) receiving any notice from any court or governmental department, court, agency or commission of its intention to (i) to institute commence an investigation into, or institute commence a suit or proceeding to restrain or enjoin, the consummation of this Agreement or such transactions, or (ii) to nullify or render ineffective this Agreement or such transactions if consummated.

Appears in 1 contract

Samples: Stock Purchase Agreement (SRS Labs Inc)

Notice of Proceedings. The Seller Buyer will promptly notify the Buyer Shareholders in writing on: (a) receiving notice upon becoming aware of any order or decree or any complaint (or threat thereof) praying for an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder; , or (b) upon receiving any notice from any person, firm or corporation or any governmental department, court, agency or commission of his or its intention (i) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, enjoin the consummation of this Agreement or such transactions, or (ii) to nullify or render ineffective this Agreement or such transactions if consummated.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Electric City Corp)

Notice of Proceedings. The Seller will promptly notify the Buyer telephonically and in writing on: upon Seller (ai) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder; , or (bii) receiving any notice from any governmental department, court, agency or commission Governmental Entity of its intention (iA) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or such transactions, or (iiB) to nullify or render ineffective this Agreement or such transactions if consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Koppers Holdings Inc.)

Notice of Proceedings. The Seller Buyer or Sellers, as the case may be, will promptly notify the Buyer other in writing on: (a) receiving notice upon becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder; , or (b) upon receiving any notice from any governmental department, court, agency or commission Governmental Entity of its intention (i) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, enjoin the consummation of this Agreement or such transactionsthe transactions contemplated hereby, or (ii) to nullify or render ineffective this Agreement or such transactions if consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (G Iii Apparel Group LTD /De/)

Notice of Proceedings. The Seller Purchaser will promptly notify the Buyer Seller in writing on: upon (a) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation execution of this Agreement or the consummation of the transactions contemplated hereunder; , or (b) receiving any notice from any governmental department, court, agency court or commission Regulatory Authority of its intention (i) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, enjoin the consummation execution of this Agreement or such transactionsthe consummation of the transactions contemplated hereby, or (ii) to nullify or render ineffective this Agreement if executed or such transactions if consummated.

Appears in 1 contract

Samples: Non Solicitation and Referral Agreement (Greenpoint Financial Corp)

Notice of Proceedings. The Seller Purchaser will promptly notify the Buyer Seller in --------------------- writing onupon: (ai) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunderherein; or (bii) receiving any notice from any governmental department, court, agency or commission of its intention (iA) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or such transactions, or (iiB) to nullify or render ineffective this Agreement or such transactions if consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Radio One Inc)

Notice of Proceedings. The Seller Buyer will promptly notify the Buyer Sellers and the Company in writing on: (a) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder; or (b) receiving any notice from any governmental department, court, agency or commission of its intention (i) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or such transactions, or (ii) to nullify or render ineffective this Agreement or such transactions if consummated.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Metro Information Services Inc)

Notice of Proceedings. The Seller Buyers will promptly notify the Buyer Seller in writing on: upon (a) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation execution of this Agreement or the consummation of the transactions contemplated hereunder; , or (b) receiving any notice from any governmental department, court, agency court or commission Regulatory Authority of its intention (i) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, enjoin the consummation execution of this Agreement or such transactionsthe consummation of the transactions contemplated hereby, or (ii) to nullify or render ineffective this Agreement if executed or such transactions if consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Coram Healthcare Corp)

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Notice of Proceedings. The Seller Purchaser will promptly notify the Buyer Seller in writing on: upon (a) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation execution of this Agreement or the consummation of the transactions contemplated hereunder; , or (b) receiving any notice from any governmental department, court, agency court or commission Regulatory Authority or any Person of its intention (i) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation execution of this Agreement or such transactionsthe consummation of the transactions contemplated hereby, or (ii) to nullify or render ineffective this Agreement if executed or such transactions if consummated.

Appears in 1 contract

Samples: Stock Purchase Agreement (Transamerica Finance Corp)

Notice of Proceedings. The Seller Buyer will promptly notify the Buyer Seller in writing on: upon (a) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation execution of this Agreement or the consummation of the transactions contemplated hereunder; , or (b) receiving any notice from any governmental department, court, agency court or commission Regulatory Authority of its intention (i) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, enjoin the consummation execution of this Agreement or such transactionsthe consummation of the transactions contemplated by this Agreement, or (ii) to nullify or render ineffective this Agreement if executed or such transactions if consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Summit Technology Inc)

Notice of Proceedings. The Seller Buyer will promptly notify the Buyer Seller in writing on: upon (a) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree (or any threat to seek any of the foregoing) restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder; , or (b) receiving any notice from any court or governmental department, court, agency or commission of its intention to (i) to institute commence an investigation into, or institute commence a suit or proceeding to restrain or enjoin, the consummation of this Agreement or such transactions, or (ii) to nullify or render ineffective this Agreement or such transactions if consummated.

Appears in 1 contract

Samples: Stock Purchase Agreement (SRS Labs Inc)

Notice of Proceedings. The Seller will promptly notify the Buyer in writing onupon: (a) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunderSubject Transactions; or (b) receiving any notice from any governmental department, court, agency or commission of its intention (i) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or such transactionsthe Subject Transactions, or (ii) to nullify or render ineffective this Agreement or such transactions the Subject Transactions if consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Acme Communications Inc)

Notice of Proceedings. The Seller Sellers and the Company will promptly notify the Buyer in writing on: (a) receiving notice of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder; or (b) receiving any notice from any governmental department, court, agency or commission of its intention (i) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or such transactions, or (ii) to nullify or render ineffective this Agreement or such transactions if consummated.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Metro Information Services Inc)

Notice of Proceedings. The Seller will promptly notify the Buyer Purchaser in writing on: upon (a) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation execution of this Agreement or the consummation of the transactions contemplated hereunder; , or (b) receiving any notice from any governmental department, court, agency court or commission any Regulatory Authority of its intention (i) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, enjoin the consummation execution of this Agreement or such transactionsthe consummation of the transactions contemplated hereunder, or (ii) to nullify or render ineffective this Agreement if executed or such transactions if consummated.

Appears in 1 contract

Samples: Non Solicitation and Referral Agreement (Greenpoint Financial Corp)

Notice of Proceedings. The Seller will promptly notify the Buyer in writing on: upon (a) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree (or any threat to seek any of the foregoing) restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder; , or (b) receiving any notice from any court or governmental department, court, agency or commission of its intention to (i) to institute commence an investigation into, or institute commence a suit or proceeding to restrain or enjoin, the consummation of this Agreement or such transactions, or (ii) to nullify or render ineffective this Agreement or such transactions if consummated.

Appears in 1 contract

Samples: Stock Purchase Agreement (SRS Labs Inc)

Notice of Proceedings. The Seller will promptly notify the Buyer in writing onupon: (a) receiving notice becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereunder; or (b) receiving any notice from any governmental department, court, agency or commission of its intention (i) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or such transactions, or (ii) to nullify or render ineffective this Agreement or such transactions if consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Triathlon Broadcasting Co)

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