Common use of Absence of Material Litigation Clause in Contracts

Absence of Material Litigation. There shall be (i) no pending or overtly threatened litigation (other than litigation which is determined by the parties in good faith, after consulting their respective attorneys, to be without legal or factual substance or merit), whether brought against the Company or the Purchaser that seeks to enjoin the consummation of any of the transactions contemplated by this Agreement, and (ii) no order that has been issued by any court or governmental agency having jurisdiction that restrains or prohibits the consummation of the purchase and sale of the Assets hereunder or any proceedings pending which are reasonably likely to result in the issuance of such an order.

Appears in 4 contracts

Samples: Agreement of Purchase and Sale (Smartflex Systems Inc), Agreement of Purchase and Sale (General Automation Inc), Agreement of Purchase and Sale (Smartflex Systems Inc)

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Absence of Material Litigation. There shall be (i) no pending or overtly threatened litigation (other than litigation which is determined by the parties in good faith, after consulting their respective attorneys, to be without legal or factual substance or merit), whether brought against the Company Seller or the Purchaser that seeks to enjoin the consummation of any of the transactions contemplated by this Agreement, and (ii) no order that has been issued by any court or governmental agency having jurisdiction that restrains or prohibits the consummation of the purchase and sale of the Assets hereunder or any proceedings pending which are reasonably likely to result in the issuance of such an order.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Sequential Brands Group, Inc.), Purchase and Sale Agreement (Sequential Brands Group, Inc.)

Absence of Material Litigation. There shall be (i) no pending or overtly threatened litigation (other than litigation which is determined by the parties in good faith, after consulting their respective attorneys, to be without legal or factual substance or merit), whether brought against the Company or the Purchaser Purchaser, that seeks to enjoin the consummation of any of the transactions contemplated by this Agreement, and (ii) no order that has been issued by any court or governmental agency having jurisdiction that restrains or prohibits the consummation of the purchase and sale of the Assets hereunder or any and no proceedings pending which are reasonably likely to result in the issuance of such an order; and (iii) no pending or overtly threatened litigation, which has had or is expected to have a material adverse affect on the Business or the Assets.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Smartflex Systems Inc), Agreement of Purchase and Sale (Saturn Electronics & Engineering Inc)

Absence of Material Litigation. There shall be (ia) no pending or overtly threatened litigation (other than litigation which is determined by the parties in good faith, after consulting their respective attorneys, to be without legal or factual substance or merit), whether brought against the Company Seller, Parent or the Purchaser Buyer, that seeks to enjoin the consummation of any of the transactions contemplated by this Agreement, and Agreement or (iib) no order that has been issued by any court or governmental agency having jurisdiction that restrains or prohibits the consummation of the purchase and sale of the Purchased Assets hereunder or any and the other transactions contemplated by this Agreements and no proceedings pending which are reasonably likely to result in the issuance of such an order.

Appears in 1 contract

Samples: Asset Purchase Agreement (International Remote Imaging Systems Inc /De/)

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Absence of Material Litigation. There shall be (i) no pending or overtly threatened litigation (other than litigation which is determined by the parties in good faith, after consulting their respective attorneys, to be without legal or factual substance or merit), whether brought against the Company or the Purchaser Purchaser, that seeks to enjoin the consummation of any of the transactions contemplated by this Agreement, and (ii) no order that has been issued by any court or governmental agency having jurisdiction that restrains or prohibits the consummation of the purchase and sale of the Assets hereunder or any and no proceedings pending which are reasonably likely to result in the issuance of such an order; and (iii) no pending or overtly threatened litigation, which has had or is expected to have an adverse affect on the Business or the Assets.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (General Automation Inc)

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