Common use of Absence of Material Litigation Clause in Contracts

Absence of Material Litigation. There shall be (A) 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 Seller or Purchaser, that seeks to enjoin the consummation of any aspect of this Agreement, (B) 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 and no proceedings pending which are reasonably likely to result in the issuance of such an order, and (C) 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 1 contract

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

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Absence of Material Litigation. There shall be (A) 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 Seller or Purchaser, that seeks to enjoin the consummation of any aspect of this Agreement, (B) 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 and no proceedings pending which are reasonably likely to result in the issuance of such an order, ; and (C) no pending or overtly threatened litigation, which has had or is expected to have a material adverse affect on the Business Seller’s business or the Assets.

Appears in 1 contract

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

Absence of Material Litigation. There shall be (Aa) 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 Seller or Purchaser, Buyer that seeks to enjoin the consummation of any aspect of the transactions contemplated by this Agreement, (Bb) 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 and no proceedings pending which are reasonably likely to result in the issuance of such an order, and (Cc) no pending or overtly threatened litigation, litigation which has had or is reasonably expected to have a material adverse affect Material Adverse Effect on the Business or the AssetsBuyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dyntek Inc)

Absence of Material Litigation. There shall be (Aa) 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 Seller or Purchaser, Buyer that seeks to enjoin the consummation of any aspect of the transactions contemplated by this Agreement, (Bb) 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 and no or any proceedings pending which are reasonably likely to result in the issuance of such an order, ; and (Cc) no other pending or overtly threatened litigation, which has had or is expected to have a material adverse materially and adversely affect on the Business or ability of the Assetsparties to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Powerwave Technologies Inc)

Absence of Material Litigation. There shall be (Ai) 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 Seller or Purchaserthe Buyer, that seeks to enjoin the consummation of any aspect of the transactions contemplated by this Agreement, (Bii) 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 and no proceedings pending which are reasonably likely to result in the issuance of such an order, ; and (Ciii) no pending or overtly threatened litigation, which has had or is expected to have a material adverse affect Material Adverse Effect on the Business or the Purchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Epoch Biosciences Inc)

Absence of Material Litigation. There shall be (Ai) 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 Seller or Purchaser, the Buyer that seeks to enjoin the consummation of any aspect of the transactions contemplated by this Agreement, (Bii) 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 and no or any proceedings pending which are reasonably likely to result in the issuance of such an order, ; and (Ciii) no other pending or overtly threatened litigation, which has had or is expected to have a material adverse materially and adversely affect on the Business or ability of the Assetsparties to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Epoch Biosciences Inc)

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Absence of Material Litigation. There shall be (Aa) 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 Seller or PurchaserBuyer, that seeks to enjoin the consummation of any aspect of the transactions contemplated by this Agreement, (Bb) 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 and no proceedings pending which are reasonably likely to result in the issuance of such an order, ; and (Cc) no pending or overtly threatened litigation, which has had or is reasonably expected to have a material adverse affect Material Adverse Effect on the Business or the AssetsBusiness.

Appears in 1 contract

Samples: Asset Purchase Agreement (US Dry Cleaning Services Corp)

Absence of Material Litigation. There shall be (Ai) 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 Seller or Purchaser, the Buyer that seeks to enjoin the consummation of any aspect of the transaction contemplated by this Agreement, (Bii) 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 Property hereunder and no or any proceedings pending which are reasonably likely to result in the issuance of such an order, ; and (Ciii) no other pending or overtly threatened litigation, which has had or is expected to have a material adverse materially and adversely affect on the Business or ability of the Assetsparties to consummate the transaction contemplated hereby.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Powerwave Technologies Inc)

Absence of Material Litigation. There shall be (Aa) 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 Seller or PurchaserBuyer, that seeks to enjoin the consummation of any aspect of the transactions contemplated by this Agreement, (Bb) 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 and no proceedings pending which are reasonably likely to result in the issuance of such an order, ; and (Cc) no pending or overtly threatened litigation, which has had or is expected to have a material adverse affect Material Adverse Effect on the Business or the Purchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Powerwave Technologies Inc)

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