Common use of Absence of Suit Clause in Contracts

Absence of Suit. No action, suit or proceedings before any court or any governmental or regulatory authority shall have been commenced or threatened and, no investigation by any governmental or regulatory authority shall have been commenced, against the Shareholders, the Company or any of the affiliates, associates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.

Appears in 12 contracts

Samples: Acquisition Agreement (Ensurge Inc), Share Exchange Agreement (Paloma Enterprises, Inc.), Share Exchange Agreement (Paloma Enterprises, Inc.)

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Absence of Suit. No action, suit or proceedings before any court or any governmental or regulatory authority shall have been commenced or threatened and, no investigation by any governmental or regulatory authority shall have been commencedcommenced against Purchaser, against the Shareholders, the Company or any of the affiliates, associates, officers or directors of any of them, the Purchaser seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.

Appears in 11 contracts

Samples: Acquisition Agreement (Ensurge Inc), Acquisition Agreement (Griffin Industries Inc), Acquisition Agreement (Perfisans Holdings Inc)

Absence of Suit. No action, suit or proceedings proceeding before any court or any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory regulating authority shall have been commenced, against the ShareholdersBuyer, the Company or any of the affiliates, associates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with with, or imposing any of condition on, any such transactions.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Entegris Inc), Asset Purchase Agreement (Entegris Inc), Asset Purchase Agreement (Entegris Inc)

Absence of Suit. No action, suit or proceedings proceeding before any court or any governmental or regulatory authority shall have been commenced or threatened and, no investigation by any governmental or regulatory authority shall have been commenced, against Purchaser, the ShareholdersSellers, the Company or any of the affiliates, associates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.

Appears in 4 contracts

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Absence of Suit. No action, suit or proceedings proceeding before any court or any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory regulating authority shall have been commenced, against the ShareholdersBuyer, the Company Seller or any of the affiliates, associates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with with, or imposing any of condition on, any such transactions.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Zitel Corp), Asset Purchase Agreement (Hemacare Corp /Ca/), Asset Purchase Agreement (Hemacare Corp /Ca/)

Absence of Suit. No action, action suit or proceedings proceeding before any court or any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory regulating authority shall have been commenced, against the ShareholdersAPS, the Company CC Holdings, IRG or any of the affiliates, associates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Aps Healthcare Inc), Purchase and Sale Agreement (Cobalt Corp)

Absence of Suit. No Except as disclosed herein, no action, suit or proceedings before any court or any governmental or regulatory authority shall have been commenced or threatened and, no investigation by any governmental or regulatory authority shall have been commencedcommenced against Purchaser, against the Shareholders, the Company or any of the affiliates, associates, officers or directors of any of them, the Purchaser seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.

Appears in 2 contracts

Samples: Share Exchange Agreement (Paloma Enterprises, Inc.), Share Exchange Agreement (Paloma Enterprises, Inc.)

Absence of Suit. No action, suit or proceedings proceeding before any court or any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory regulating authority shall have been commenced, against the ShareholdersBuyer, the Company or any of the affiliates, associates, officers or directors of any of them, seeking with respect to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Keith Companies Inc), Stock Purchase Agreement (Keith Companies Inc)

Absence of Suit. No action, suit or proceedings proceeding before any court or any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory regulating authority shall have been commenced, against the ShareholdersAPS, the Company CC Holdings, IRG or any of the affiliates, associates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Cobalt Corp), Purchase and Sale Agreement (Aps Healthcare Inc)

Absence of Suit. No action, suit or proceedings before any court or any governmental or regulatory authority shall have been commenced or threatened and, no investigation by any governmental or regulatory authority shall have been commenced, commenced against the ShareholdersShareholder, the Company or any of the affiliates, associates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Acquisition and Reorganization Agreement (Renu U International Inc)

Absence of Suit. No action, suit or proceedings proceeding before any court or --------------- any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory regulating authority shall have been commenced, against the ShareholdersPurchaser, the Company Premium, or any of the affiliates, associatesAffiliates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with with, or imposing any of condition on, any such transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Just for Feet Inc)

Absence of Suit. No action, suit or proceedings proceeding before any court or any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory regulating authority shall have been commenced, against the ShareholdersSykes, the Company HPS or any of the shareholders, affiliates, associates, officers or directors of any either of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with with, or imposing any of condition on, any such transactions.

Appears in 1 contract

Samples: Shareholder Agreement (Sykes Healthplan Services Inc)

Absence of Suit. No action, suit or proceedings before any court or any governmental or regulatory authority shall have been commenced or threatened and, no investigation by any governmental or regulatory authority shall have been commenced, against the Shareholders, the Company or any of the affiliates, associates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sonic Media Corp)

Absence of Suit. No action, suit or proceedings proceeding before any court or any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory authority shall have been commenced, against the ShareholdersF & M, the Company Subsidiary, ETB or BANK, or any of the affiliates, associates, officers officers, directors or directors employees of any of them, seeking to restrain, prevent or change the transactions transaction contemplated hereby, or questioning the validity or legality of any such transactionstransaction, or seeking damages in connection with any of such transactionstransaction.

Appears in 1 contract

Samples: Plan and Agreement of Merger and Reorganization (F&m Bancorporation Inc)

Absence of Suit. No action, suit or proceedings proceeding before any court or --------------- any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory regulating authority shall have been commenced, against the ShareholdersPurchaser, the Company Premium, or any of the affiliatesAffiliates, associatesshareholders, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with with, or imposing any of condition on, any such transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Just for Feet Inc)

Absence of Suit. No Except as disclosed herein, no action, suit or proceedings before any court or any governmental or regulatory authority shall have been commenced or threatened and, and no investigation by any governmental or regulatory authority shall have been commencedcommenced against Purchaser, against the Shareholders, the Company or any of the affiliates, associates, officers or directors of any of them, the Purchaser seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sonic Media Corp)

Absence of Suit. No action, suit or proceedings proceeding before any court or --------------- any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory regulating authority shall have been commenced, against the ShareholdersRadiant, the Company Sellers or any of the affiliates, associatesshareholders, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with with, or imposing any of condition on, any such transactions.

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Merger (Radiant Systems Inc)

Absence of Suit. No action, suit or proceedings before any court or any governmental or regulatory authority shall have been commenced or threatened and, no investigation by any governmental or regulatory authority shall have been commenced, against the Shareholders, the Company or any of the affiliates, associates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Acquisition Agreement (Hybrid Fuels Inc)

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Absence of Suit. No action, suit or proceedings before any court or any governmental or regulatory authority shall have been commenced or threatened and, no investigation by any governmental or regulatory authority shall have been commenced, against the Selling Shareholders, the Company or any of the its affiliates, associates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Merger Agreement and Plan of Reorganization (Mems Usa Inc)

Absence of Suit. No action, suit or proceedings proceeding before any court or any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory authority shall have been commenced, against the ShareholdersF&M, the Company Subsidiary, CBE or BANK, or any of the affiliates, associates, officers officers, directors or directors employees of any of them, seeking to restrain, prevent or change the transactions transaction contemplated hereby, or questioning the validity or legality of any such transactionstransaction, or seeking damages in connection with any of such transactionstransaction.

Appears in 1 contract

Samples: Agreement of Merger and Reorganization (F&m Bancorporation Inc)

Absence of Suit. No action, suit or proceedings proceeding before any court or any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory regulating authority shall have been commenced, against the ShareholdersBuyer, the Company or any of the affiliates, associates, officers or directors of any of them, seeking to restrain, prevent or change challenge the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with with, or imposing any of condition on, any such transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Swing N Slide Corp)

Absence of Suit. No action, suit or proceedings proceeding before any court or any governmental or regulatory authority shall have been commenced or threatened and, no investigation by any governmental or regulatory authority shall have been commenced, against the ShareholdersF & M or BANK, the Company or any of the affiliates, associates, officers officers, directors or directors employees of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Plan and Agreement of Merger and Reorganization (F&m Bancorporation Inc)

Absence of Suit. No action, suit or proceedings before any court or any governmental or regulatory authority shall have been commenced or threatened and, no investigation by any governmental or regulatory authority shall have been commenced, against the ShareholdersShareholder, the Company or any of the affiliates, associates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Acquisition Agreement (Zynex Medical Holdings Inc)

Absence of Suit. No action, suit or proceedings proceeding before any court or any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory regulating authority shall have been commenced, against the ShareholdersBuyer, the Company or the Shareholders or any of the affiliates, associates, officers or directors of any of them, seeking to restrain, prevent or change challenge the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with with, or imposing any of condition on, any such transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Swing N Slide Corp)

Absence of Suit. No action, suit or proceedings proceeding before any court or any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory regulating authority shall have been commenced, against the ShareholdersSEi, the Company HPS or any of the shareholders, affiliates, associates, officers or directors of any either of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with with, or imposing any of condition on, any such transactions.

Appears in 1 contract

Samples: Shareholder Agreement (Sykes Enterprises Inc)

Absence of Suit. No action, suit or proceedings before any court or any governmental or regulatory authority shall have been commenced or threatened and, no investigation by any governmental or regulatory authority shall have been commenced, commenced against the Shareholders, the Company or any of the affiliates, associates, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liberator Medical Holdings, Inc.)

Absence of Suit. No action, suit or proceedings proceeding before any court or any governmental or regulatory authority Governmental Entity shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory authority Governmental Entity shall have been commenced, against the ShareholdersBuyer or the Seller, the Company or any of the affiliatestheir respective Affiliates, associates, officers or directors of any of them, (i) seeking to restrain, prevent prohibit or change enjoin the consummation of the transactions contemplated herebyhereby or to change any of the terms thereof, or (ii) questioning the validity validity, legality or legality enforceability of any such transactions, or (iii) seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement and Plan of Reorganization (Nui Corp /Nj/)

Absence of Suit. No action, suit or proceedings proceeding before any court or any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory authority shall have been commenced, against the ShareholdersF & M, the Company Subsidiary, CNB or BANK, or any of the affiliates, associates, officers officers, directors or directors employees of any of them, seeking to restrain, prevent or change the transactions transaction contemplated hereby, or questioning the validity or legality of any such transactionstransaction, or seeking damages in connection with any of such transactionstransaction.

Appears in 1 contract

Samples: Plan and Agreement of Merger and Reorganization (F&m Bancorporation Inc)

Absence of Suit. No action, suit or proceedings proceeding before any court or --------------- any governmental or regulatory authority shall have been commenced or threatened andthreatened, and no investigation by any governmental or regulatory authority shall have been commenced, against the ShareholdersRadiant, the Company Sellers or any of the affiliates, associatesshareholders, officers or directors of any of them, seeking to restrain, prevent or change the transactions contemplated hereby, or questioning the validity or legality of any such transactions, or seeking damages in connection with with, or imposing any of condition on, any such transactions.

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Merger (Radiant Systems Inc)

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