Common use of Orders and Laws Clause in Contracts

Orders and Laws. There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or which could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement to Purchaser, and there shall not be pending or threatened on the Closing Date any Action or Proceeding in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to Purchaser, the Company or the transactions contemplated by this Agreement of any such Law.

Appears in 3 contracts

Samples: Purchase Agreement (Viewpoint Corp), Purchase Agreement (Viewpoint Corp), Purchase Agreement (Viewpoint Corp)

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Orders and Laws. There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or which could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement to Purchaser, and there shall not be pending or threatened on the Closing Date any Action or Proceeding or any other action in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to Purchaser, the Company Company, or the transactions contemplated by this Agreement or of any such Law.

Appears in 3 contracts

Samples: Share Purchase Agreement (Sun New Media Inc.), Share Purchase Agreement (Se Global Equities Corp), Share Purchase Agreement (Sun New Media Inc.)

Orders and Laws. There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or which could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement to PurchaserAgreement, and there shall not be pending or threatened on the Closing Date any Action or Proceeding in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to Purchaser, the Company Company, or the transactions contemplated by this Agreement of any such Law.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Qad Inc), Stock Purchase Agreement (Qad Inc)

Orders and Laws. There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or which could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement to PurchaserSellers, and there shall not be pending or threatened on the Closing Date any Action or Proceeding in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to PurchaserSellers, the Company or the transactions contemplated by this Agreement of any such Law.

Appears in 2 contracts

Samples: Purchase Agreement (Viewpoint Corp), Purchase Agreement (Viewpoint Corp)

Orders and Laws. There shall not be in effect on the Closing Date any Order or Law Law, including any Gaming Laws, restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or which could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement to Purchaser, and there shall not be pending or threatened on the Closing Date any Action or Proceeding in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to Purchaser, the Company Company, any Subsidiary or the transactions contemplated by this Agreement of any such Law.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Red Rock Resorts, Inc.), Membership Interest Purchase Agreement (Station Casinos LLC)

Orders and Laws. There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Maihesi Contracts or which could reasonably be expected to otherwise result in have a material diminution of Business Material Adverse Effect on the benefits of the transactions contemplated by this Agreement to PurchaserGroup Companies, and there shall not be pending or threatened on the Closing Date any Action Actions or Proceeding Proceedings or any other action, statement or objection in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to the Purchaser, the Company Group Companies or the transactions contemplated by this Agreement or any of the Maihesi Contracts of any such Order or Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Legend Media, Inc.)

Orders and Laws. There shall not be in effect on the Closing Date --------------- any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or which could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement to Purchaser, and there shall not be pending or threatened on the Closing Date any Action or Proceeding in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to Purchaser, the Company Company, any Subsidiary or the transactions contemplated by this Agreement of any such Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Prosoft I Net Solutions Inc)

Orders and Laws. There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement Agreement, or which could would reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement to Purchaser, and there shall not be pending or threatened on the Closing Date any Action or Proceeding in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to Purchaser, the Company Purchaser or the transactions contemplated by this Agreement hereby of any such Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fortress Group Inc)

Orders and Laws. There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or which could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement to Purchaser, and there shall not be pending or threatened on the Closing Date any Action or Proceeding in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to Purchaser, the Company Company, any Subsidiary or the transactions contemplated by this Agreement of any such Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Netgateway Inc)

Orders and Laws. There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Ancillary Agreements or which could reasonably be expected to otherwise result in have a material diminution of Business Material Adverse Effect on the benefits of the transactions contemplated by this Agreement to PurchaserGroup Companies, and there shall not be pending or threatened on the Closing Date any Action Actions or Proceeding Proceedings or any other action, statement or objection in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to the Purchaser, the Company Group Companies or the transactions contemplated by this Agreement or any of the Ancillary Agreements of any such Order or Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Legend Media, Inc.)

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Orders and Laws. There shall not be in effect on the Closing Date any Order Court Order, or Requirement of Law restraining, enjoining or otherwise making unadvisable, undesirable or illegal or prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or which that otherwise could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement to PurchaserAgreement, and there shall not be pending or threatened on the Closing Date any Action action or Proceeding proceeding in, before or by any Governmental or Regulatory Authority which Body that could reasonably be expected to result in the issuance of any such Court Order or the enactment, promulgation or deemed applicability to PurchaserBuyer, the Company Purchased Assets or the transactions contemplated by this Agreement of any such Requirement of Law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sirva Inc)

Orders and Laws. There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or which could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement to PurchaserPurchasers, and there shall not be pending or threatened on the Closing Date any Action or Proceeding in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to PurchaserPurchasers, the Company Company, any Subsidiary or the transactions contemplated by this Agreement of any such Law.

Appears in 1 contract

Samples: Purchase Agreement (Acorn Products Inc)

Orders and Laws. There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or which could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement to Purchaser, and there shall not be pending or threatened on the Closing Date any Action or Proceeding or any other action in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to Purchaser, DVIHA and DVIMF, JGW & Co., the Company Stockholders, the Partners, any Purchased Entity or the transactions contemplated by this Agreement of any such Law.

Appears in 1 contract

Samples: Merger and Acquisition Agreement (Dvi Inc)

Orders and Laws. There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement, the Assets Acquisition Agreement or any of the Controlling Documents or which could reasonably be expected to otherwise result in have a material diminution of Business Material Adverse Effect on the benefits of the transactions contemplated by this Agreement to Purchaser, and or there shall not be pending or threatened on the Closing Date any Action or Proceeding or any other action in, before or by any Governmental or Regulatory Authority which could reasonably be expected to would result in the issuance of any such Order or the enactment, promulgation or deemed applicability to Purchaser, the Company Seller or the transactions contemplated by this Agreement, the Assets Acquisition Agreement or any of the Controlling Documents of any such Order or Law.

Appears in 1 contract

Samples: Acquisition Agreement (Legend Media, Inc.)

Orders and Laws. There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or which could reasonably be expected to otherwise result in a material diminution impairment of the benefits rights of the transactions contemplated by Purchaser under this Agreement to Purchaser, and there shall not be pending or threatened on the Closing Date any Action or Proceeding or any other action in, before or by any Governmental or Regulatory Authority which could reasonably be expected to result in the issuance of any such Order or the enactment, promulgation or deemed applicability to Purchaser, the Company Purchaser or the Seller or the transactions contemplated by this Agreement of or any such Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Telenor East Invest As)

Orders and Laws. There shall not be in effect on the Closing Date any Order Court Order, or Requirements of Law restraining, enjoining or otherwise making unadvisable, undesirable or illegal or prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or which otherwise could reasonably be expected to otherwise result in a material diminution of the benefits of the transactions contemplated by this Agreement to PurchaserAgreement, and there shall not be pending or threatened on the Closing Date any Action action or Proceeding proceeding in, before or by any Governmental or Regulatory Authority which Body that could reasonably be expected to result in the issuance of any such Court Order or the enactment, promulgation or deemed applicability to PurchaserBuyer, the Company Company, its Subsidiaries, the Business or the transactions contemplated by this Agreement of any such Requirements of Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Penn Treaty American Corp)

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