Common use of Notice of Proceedings Clause in Contracts

Notice of Proceedings. Sellers shall promptly notify the Buyer in writing upon (i) becoming aware of any order or decree or any complaint seeking an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated hereby, or (ii) receiving any notice from any governmental department, court, agency or commission of its intention (A) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or the transactions contemplated hereby, or (B) to nullify or render ineffective this Agreement or the transactions contemplated hereby if consummated.

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Notice of Proceedings. Sellers shall Seller will promptly notify the Buyer in writing upon (ia) becoming aware of any order or decree or any complaint seeking an praying for any order or decree restraining or enjoining the consummation execution of this Agreement or the consummation of the transactions contemplated herebyhereunder, or (iib) receiving any notice from any governmental department, court, agency court or commission any Regulatory Authority of its intention (Ai) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, enjoin the consummation execution of this Agreement or the consummation of the transactions contemplated herebyby this Agreement, or (Bii) to nullify or render ineffective this Agreement if executed or the such transactions contemplated hereby if consummated.

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Notice of Proceedings. Sellers shall Buyer will promptly notify the Buyer Selling Shareholders and Valence in writing upon (ia) becoming aware of any order or decree or any complaint seeking 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 herebyhereunder, or (iib) receiving any notice from any court or governmental department, court, agency or commission of its intention to (Ai) to institute commence an investigation into, or institute commence a suit or proceeding to restrain or enjoin, the consummation of this Agreement or the transactions contemplated herebysuch transactions, or (Bii) to nullify or render ineffective this Agreement or the such transactions contemplated hereby if consummated.

Appears in 1 contract

Samples: Stock Purchase Agreement (SRS Labs Inc)

Notice of Proceedings. Sellers Seller shall promptly notify the Buyer in writing upon (i) becoming aware of any order Order or decree or receiving any complaint seeking requesting an order or decree Order restraining or enjoining the consummation of this Agreement or the transactions transaction to be contemplated herebyhereunder, or (ii) upon receiving any notice from any governmental departmentGovernmental Body, court, agency or commission of its intention (A) to institute an investigation into, or institute a suit or proceeding Proceeding to restrain or enjoin, enjoin the consummation enforceability of this Agreement or the consummation of the transactions contemplated hereby, or (B) to nullify or render ineffective this Agreement or the transactions contemplated hereby such transaction if consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ackerley Group Inc)

Notice of Proceedings. Sellers shall Buyer will promptly notify the Buyer Seller in writing upon (ia) becoming aware of any order or decree or any complaint seeking praying for an order or decree restraining or enjoining the consummation execution of this Agreement or the consummation of the transactions contemplated herebyhereunder, or (iib) receiving any notice from any governmental department, court, agency court or commission Regulatory Authority of its intention (Ai) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, enjoin the consummation execution of this Agreement or the consummation of the transactions contemplated herebyby this Agreement, or (Bii) to nullify or render ineffective this Agreement if executed or the such transactions contemplated hereby if consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Summit Technology Inc)

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

Appears in 1 contract

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

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Radio One Inc)

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

Appears in 1 contract

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

Notice of Proceedings. Sellers shall Purchaser will promptly notify the Buyer Seller in writing upon (ia) becoming aware of any order or decree or any complaint seeking praying for an order or decree restraining or enjoining the consummation execution of this Agreement or the consummation of the transactions contemplated herebyhereunder, or (iib) receiving any notice from any governmental department, court, agency court or commission Regulatory Authority or any Person of its intention (Ai) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation execution of this Agreement or the consummation of the transactions contemplated hereby, or (Bii) to nullify or render ineffective this Agreement if executed or the such transactions contemplated hereby if consummated.

Appears in 1 contract

Samples: Stock Purchase Agreement (Transamerica Finance Corp)

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

Appears in 1 contract

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

Notice of Proceedings. Sellers shall Purchaser will promptly notify the Buyer Seller in writing upon (ia) becoming aware of any order or decree or any complaint seeking 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 court or Regulatory Authority of its intention (i) to institute a suit or proceeding to restrain or enjoin the execution of this Agreement or the consummation of the transactions contemplated hereby, or (ii) receiving any notice from any governmental department, court, agency or commission of its intention (A) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or the transactions contemplated hereby, or (B) to nullify or render ineffective this Agreement if executed or the such transactions contemplated hereby if consummated.

Appears in 1 contract

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

Notice of Proceedings. Sellers shall Seller will promptly notify the Buyer telephonically and in writing upon Seller (i) becoming aware of any order or decree or any complaint seeking praying for an order or decree restraining or enjoining the consummation of this Agreement or the transactions contemplated herebyhereunder, or (ii) receiving any notice from any governmental department, court, agency or commission Governmental Entity of its intention (A) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or the transactions contemplated herebysuch transactions, or (B) to nullify or render ineffective this Agreement or the such transactions contemplated hereby if consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Koppers Holdings Inc.)

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

Appears in 1 contract

Samples: Merger Agreement (Electric City Corp)

Notice of Proceedings. Sellers shall Seller will promptly notify the Buyer Purchaser in writing upon (ia) becoming aware of any order or decree or any complaint seeking praying for an order or decree restraining or enjoining the consummation execution of this Agreement or the consummation of the transactions contemplated herebyhereunder, or (iib) receiving any notice from any governmental department, court, agency court or commission any Regulatory Authority of its intention (Ai) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, enjoin the consummation execution of this Agreement or the consummation of the transactions contemplated herebyhereunder, or (Bii) to nullify or render ineffective this Agreement if executed or the such transactions contemplated hereby if consummated.

Appears in 1 contract

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

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Wire One Technologies Inc)

Notice of Proceedings. Sellers shall Buyer will promptly notify the Buyer Seller in writing upon (ia) becoming aware of any order or decree or any complaint seeking 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 herebyhereunder, or (iib) receiving any notice from any court or governmental department, court, agency or commission of its intention to (Ai) to institute commence an investigation into, or institute commence a suit or proceeding to restrain or enjoin, the consummation of this Agreement or the transactions contemplated herebysuch transactions, or (Bii) to nullify or render ineffective this Agreement or the such transactions contemplated hereby if consummated.

Appears in 1 contract

Samples: Stock Purchase Agreement (SRS Labs Inc)

Notice of Proceedings. Sellers shall Seller will promptly notify the Buyer in writing upon (ia) becoming aware of any order or decree or any complaint seeking 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 herebyhereunder, or (iib) receiving any notice from any court or governmental department, court, agency or commission of its intention to (Ai) to institute commence an investigation into, or institute commence a suit or proceeding to restrain or enjoin, the consummation of this Agreement or the transactions contemplated herebysuch transactions, or (Bii) to nullify or render ineffective this Agreement or the such transactions contemplated hereby if consummated.

Appears in 1 contract

Samples: Stock Purchase Agreement (SRS Labs Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Triathlon Broadcasting Co)

Notice of Proceedings. Sellers shall Buyers will promptly notify the Buyer Seller in writing upon (ia) becoming aware of any order or decree or any complaint seeking 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 court or Regulatory Authority of its intention (i) to institute a suit or proceeding to restrain or enjoin the execution of this Agreement or the consummation of the transactions contemplated hereby, or (ii) receiving any notice from any governmental department, court, agency or commission of its intention (A) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, the consummation of this Agreement or the transactions contemplated hereby, or (B) to nullify or render ineffective this Agreement if executed or the such transactions contemplated hereby if consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Coram Healthcare Corp)

Notice of Proceedings. Sellers shall Seller will promptly notify the Buyer Buyers in writing upon (ia) becoming aware of any order or decree or any complaint seeking praying for an order or decree restraining or enjoining the consummation execution of this Agreement or the consummation of the transactions contemplated herebyhereunder, or (iib) receiving any notice from any governmental department, court, agency court or commission any Regulatory Authority of its intention (Ai) to institute an investigation into, or institute a suit or proceeding to restrain or enjoin, enjoin the consummation execution of this Agreement or the consummation of the transactions contemplated herebyhereunder, or (Bii) to nullify or render ineffective this Agreement if executed or the such transactions contemplated hereby if consummated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Coram Healthcare Corp)

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