Absence of Certain Actions. No action has been taken and no statute, rule, regulation or order has been enacted, adopted or issued by any governmental agency or body which prevents the issuance or sale of the Securities in any jurisdiction; no injunction, restraining order or order of any nature by any federal or state court of competent jurisdiction has been issued with respect to any Partnership Entity which would prevent or suspend the issuance or sale of the Securities or the use of the Pricing Disclosure Package in any jurisdiction; no action, suit or proceeding is pending against or, to the knowledge of the Enterprise Parties, threatened against or affecting any Partnership Entity before any court or arbitrator or any governmental agency, body or official, domestic or foreign, which could reasonably be expected to interfere with or adversely affect the issuance of the Securities or in any manner draw into question the validity or enforceability of this Agreement or the Indenture or any action taken or to be taken pursuant hereto or thereto; and the Partnership and EPO have complied with any and all requests by any securities authority in any jurisdiction for additional information to be included in the most recent Preliminary Prospectus.
Absence of Certain Actions. No action has been taken and no statute, rule, regulation or order has been enacted, adopted or issued by any governmental agency or body which prevents the issuance or sale of the Units in any jurisdiction; no injunction, restraining order or order of any nature by any federal or state court of competent jurisdiction has been issued with respect to any Partnership Entity which would prevent or suspend the issuance or sale of the Units or the use of the Prospectus in any jurisdiction; no action, suit or proceeding is pending against or, to the knowledge of the Enterprise Parties, threatened against or affecting any Partnership Entity before any court or arbitrator or any governmental agency, body or official, domestic or foreign, which could reasonably be expected to interfere with or adversely affect the issuance of the Units or in any manner draw into question the validity or enforceability of this Agreement or any action taken or to be taken pursuant hereto; and the Partnership has complied with any and all requests by any securities authority in any jurisdiction for additional information to be included in the Prospectus.
Absence of Certain Actions. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance, sale or subsequent resale by the Underwriters of the Offered Securities as contemplated.
Absence of Certain Actions. No action has been taken and no statute, rule, regulation or order has been enacted, adopted or issued by any governmental agency or body which prevents the issuance or sale of the Units in any jurisdiction; no injunction, restraining order or order of any nature by any federal or state court of competent jurisdiction has been issued with respect to any of the Magellan Parties which would prevent or suspend the issuance or sale of the Units or the use of the Preliminary Prospectus or the Prospectus in any jurisdiction; no action, suit or proceeding is pending against or, to the knowledge of the Magellan Parties, threatened against or affecting any of the Magellan Parties before any court or arbitrator or any governmental agency, body or official, domestic or foreign, which could reasonably be expected to interfere with or adversely affect the issuance of the Units or in any manner draw into question the validity or enforceability of this Agreement or any action taken or to be taken pursuant hereto; and the Partnership has complied with any and all requests by any securities authority in any jurisdiction for additional information to be included in the Preliminary Prospectus and the Prospectus.
Absence of Certain Actions. Since the date hereof Seller has not taken any action described in paragraph 5.2 of this Agreement, and Seller and Shareholders have complied with each applicable term, covenant, agreement, and condition of this Agreement.
Absence of Certain Actions. To the knowledge of the Company, no Representative (including the Manager) of the Company has taken any action (or failed to take any action) that is binding upon, or affects the business, assets or liabilities of, the Company or any of its Subsidiaries or Joint Venture Affiliates that, if such action (or failure to act) were directly taken by the Company or any of its Subsidiaries or Joint Venture Affiliates, would constitute a breach of any of Section 4.04, Section 4.10, Section 4.11, or Section 4.13 through Section 4.30.
Absence of Certain Actions. No action has been taken and no statute, rule, regulation or order has been enacted, adopted or issued by any governmental agency or body which prevents the issuance or sale of the Purchased Units in any jurisdiction; no injunction, restraining order or order of any nature by any federal or state court of competent jurisdiction has been issued with respect to the Partnership which would prevent or suspend the issuance or sale of the Purchased Units; no action, suit or proceeding is pending against or, to the knowledge of the Partnership, threatened against or affecting the Partnership before any court or arbitrator or any governmental agency, body or official, domestic or foreign, which could reasonably be expected to interfere with or adversely affect the issuance of the Purchased Units or in any manner draw into question the validity or enforceability of this Agreement or any action taken or to be taken pursuant hereto.
Absence of Certain Actions. There shall not have been overtly threatened or pending any suit, action or proceeding by any Government Entity seeking to restrain or prohibit the consummation of the Closing or materially impair the performance of any of the other transactions contemplated by this Agreement or Ancillary Agreements.
Absence of Certain Actions. No action has been taken and no statute, rule, regulation or order has been enacted, adopted or issued by any governmental agency or body which prevents the issuance or sale of the Purchased Units in any jurisdiction; no injunction, restraining order or order of any nature by any federal or state court of competent jurisdiction has been issued with respect to any of the Cheniere Entities which would prevent or suspend the issuance or sale of the Purchased Units; no action, suit or proceeding is pending against or, to the knowledge of the Cheniere Entities, threatened against or affecting any of the Cheniere Entities before any court or arbitrator or any governmental agency, body or official, domestic or foreign, which could reasonably be expected to interfere with or adversely affect the issuance of the Purchased Units or in any manner draw into question the validity or enforceability of this Agreement or any action taken or to be taken pursuant hereto.
Absence of Certain Actions. Except as set forth in Paragraph 5(g) of the Disclosure Schedules or as reflected in the Sellers' Financial Statements or the Closing Date Balance Sheets, since November 30, 2001, none of the Sellers have (i) created or incurred any liability (absolute or contingent) except (A) unsecured current liabilities incurred for other than money borrowed and (B) liabilities under contracts entered into in the ordinary course of business; (ii) mortgaged, pledged, or subjected to any lien or otherwise encumbered any of its assets, tangible or intangible; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent) other than current liabilities shown on the Closing Date Balance Sheets (including current installments of long-term debt), taxes and current liabilities incurred since November 30, 2001 in the ordinary course of business; (iv) suffered any losses or any other event or condition of any character materially adverse to its business, or waived any rights in excess of $10,000; (v) made any capital expenditures or capital additions or improvements which in the aggregate amount exceeded $10,000; (vi) sold or otherwise disposed of any of its assets, tangible or intangible, or cancelled any debts or claims except in the ordinary course of business; (vii) declared or paid any dividends other than in the ordinary course of business, or made any other distribution on or in respect of, or directly or indirectly purchased, retired, redeemed or otherwise acquired any shares of its capital stock; (viii) made or become a party to any contract or commitment (other than an insurance contract or commitment in the ordinary course of business) or renewed, extended, amended or modified any contract or commitment (other than an insurance contract or commitment in the ordinary course of business) which in any one case involved an amount in excess of $10,000; (ix) issued or sold any shares of its capital stock; (x) increased the rate of compensation, including salaries, fees, commission rates, bonuses, profit sharing, incentive, pension, retirement or other similar payments being paid at September 30, 2001 to any of its present or former partners, stockholders, directors, officers or employees other than in the ordinary course of business or as otherwise permitted by Gallagher; or (xi) become bound by or entered into any contract, commitment or transaction other than in the ordinary course of business (except for the entering in...
