Common use of Injunction; Litigation; Legislation Clause in Contracts

Injunction; Litigation; Legislation. (i) None of Seller or Purchaser shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Entity of (A) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (B) the actual commencement of such investigation, (iv) there shall not be any pending or threatened litigation, suit, action or proceeding by any party which would reasonably be expected to limit or materially adversely affect Purchaser's ownership of the Acquired Assets and (v) no statute, rule or regulation shall have been promulgated or enacted by any Governmental Entity, which would prevent or make illegal the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Marisa Christina Inc)

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Injunction; Litigation; Legislation. (i) None of the Company, the LLC, Seller or Purchaser Buyer shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Entity of (A) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (B) the actual commencement of such investigation, (iv) except as set forth on Schedule 3.6, there shall not be any pending or threatened litigation, suit, action or proceeding by any party which would reasonably be expected to limit or materially adversely affect Purchaser's ownership the benefit expected by Buyer from its purchase of the Acquired Assets Purchased Interests (other than pending or threatened litigation the Company, the LLC, Seller and Buyer mutually view as frivolous) and (v) no statute, rule or regulation shall have been promulgated or enacted by any Governmental Entity, which would prevent or make illegal the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock and Membership Interest Purchase Agreement (Saxton Inc)

Injunction; Litigation; Legislation. (i) None of Seller or Purchaser Parent, the Sellers, AlliedSignal and Buyer shall not be subject to any order or injunction by any Governmental Entity restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Entity of (Ax) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (By) the actual commencement of such investigation, (iv) there shall not be any pending or threatened litigation, suit, action or proceeding by any party which would reasonably be expected to limit or materially adversely affect PurchaserBuyer's ownership of the Acquired Purchased Assets or the Buyer under the Aerospace Agreement's ownership of the Aerospace Purchased Assets and (v) no statute, rule or regulation Law shall have been promulgated or enacted by any Governmental Entity, which would prevent or make illegal the consummation of the transactions contemplated hereby.. (f)

Appears in 1 contract

Samples: Asset Purchase Agreement (Alliedsignal Inc)

Injunction; Litigation; Legislation. (i) None of Seller or Purchaser Parent, the Companies, AlliedSignal and Buyer shall not be subject to any order or injunction by any Governmental Entity restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto or any Seller Subsidiary shall have received written notice from any Governmental Entity of (Ax) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (By) the actual commencement of such investigation, (iv) there shall not be any pending or threatened litigation, suit, action or proceeding by any party which would reasonably be expected to limit or materially adversely affect PurchaserBuyer's ownership of the Acquired Assets or the Buyer under the Hernxxx Xxxeement's ownership of and the Hernxxx Xxxchased Assets, and (v) no statute, rule or regulation Law shall have been promulgated or enacted by any Governmental Entity, which would prevent or make illegal the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Banner Aerospace Inc)

Injunction; Litigation; Legislation. (i) None of Seller or Purchaser Parent, the Companies, ----------------------------------- AlliedSignal and Buyer shall not be subject to any order or injunction by any Governmental Entity restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto or any Seller Subsidiary shall have received written notice from any Governmental Entity of (Ax) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (By) the actual commencement of such investigation, (iv) there shall not be any pending or threatened litigation, suit, action or proceeding by any party which would reasonably be expected to limit or materially adversely affect PurchaserBuyer's ownership of the Acquired Assets or the Buyer under the Xxxxxxx Agreement's ownership of and the Xxxxxxx Purchased Assets, and (v) no statute, rule or regulation Law shall have been promulgated or enacted by any Governmental Entity, which would prevent or make illegal the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fairchild Corp)

Injunction; Litigation; Legislation. (ia) None of Seller or Purchaser No party hereto shall be subject to any order or injunction (whether preliminary or permanent) restraining or prohibiting the consummation of the transactions contemplated herebyhereby or by the other Transaction Documents, (iib) no action or proceeding Claim shall have been instituted before any arbitrator, court or Governmental Entity other Government Authority to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated herebyhereby or by the other Transaction Documents, (iiic) none of the parties hereto or any of their Affiliates shall have received written notice from any Governmental Entity Government Authority of (Ai) its intention to institute any action or proceeding Claim to restrain, enjoin or nullify this Agreement Agreement, the other Transaction Documents or the transactions contemplated herebyhereby or thereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or thereby, or (Bii) the actual commencement of such a Claim or investigation, (ivd) there shall not be any pending or threatened litigation, suit, action or proceeding Claim by any party Person which would could reasonably be expected to limit or materially adversely affect Purchaser's Buyer’s ability effectively to exercise full rights of ownership of the Acquired Assets Membership Interests, and (ve) no action shall have been taken, and no statute, rule rule, regulation or regulation order shall have been promulgated or enacted by any Governmental EntityGovernment Authority, which would prevent or make illegal the consummation of the transactions contemplated herebyhereby or thereby.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Ameristar Casinos Inc)

Injunction; Litigation; Legislation. (ia) None of Seller or Purchaser No party hereto shall be subject to any order or injunction (whether preliminary or permanent) restraining or prohibiting the consummation of the transactions contemplated herebyhereby or by the other Transaction Documents, (iib) no action or proceeding Claim shall have been instituted before any arbitrator, court or Governmental Entity other Government Authority to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated herebyhereby or by the other Transaction Documents, (iiic) none of the parties hereto or any of their Affiliates shall have received written notice from any Governmental Entity Government Authority or any other Person of (Ai) its intention to institute any action or proceeding Claim to restrain, enjoin or nullify this Agreement Agreement, the other Transaction Documents or the transactions contemplated herebyhereby or thereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or thereby, or (Bii) the actual commencement of such a Claim or investigation, (ivd) there shall not be any pending or threatened litigation, suit, action or proceeding Claim by any party Person which would could reasonably be expected to limit or materially adversely affect Purchaser's Buyer’s ability effectively to exercise full rights of ownership of the Acquired Assets Shares or to operate the respective businesses of the Company or its Subsidiaries, and (ve) no action shall have been taken, and no statute, rule rule, regulation or regulation order shall have been promulgated or enacted by any Governmental EntityGovernment Authority, which would prevent or make illegal the consummation of the transactions contemplated herebyhereby or thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cenveo, Inc)

Injunction; Litigation; Legislation. (i) None of Seller or Purchaser Parent, the Sellers, ----------------------------------- AlliedSignal and Buyer shall not be subject to any order or injunction by any Governmental Entity restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Entity of (Ax) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (By) the actual commencement of such investigation, (iv) there shall not be any pending or threatened litigation, suit, action or proceeding by any party which would reasonably be expected to limit or materially adversely affect PurchaserBuyer's ownership of the Acquired Purchased Assets or the Buyer under the Aerospace Agreement's ownership of the Aerospace Purchased Assets and (v) no statute, rule or regulation Law shall have been promulgated or enacted by any Governmental Entity, which would prevent or make illegal the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fairchild Corp)

Injunction; Litigation; Legislation. (i) None of Seller the Company, the Shareholders, Parent or Purchaser shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Entity Government Authority to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Entity Government Authority of (A) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (B) the actual commencement of such investigation, (iv) there shall not be any pending or threatened litigation, suit, action or proceeding by any party Person which would reasonably be expected to limit or materially adversely affect Purchaser's ownership of the Acquired Assets and (v) no statute, rule or regulation shall have been promulgated or enacted by any Governmental EntityGovernment Authority, which would prevent or make illegal the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (Nautica Enterprises Inc)

Injunction; Litigation; Legislation. (i) None of Seller or Purchaser Parent, the Sellers, AlliedSignal and Buyer shall not be subject to any order or injunction by any Governmental Entity restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Entity of (Ax) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (By) the actual commencement of such investigation, (iv) there shall not be any pending or threatened litigation, suit, action or proceeding by any party which would reasonably be expected to limit or materially adversely affect PurchaserBuyer's ownership of the Acquired Purchased Assets and (v) no statute, rule or regulation shall have been promulgated or enacted by any Governmental Entity, which would prevent or make illegal the consummation of Buyer under the transactions contemplated hereby.Aerospace Agreement's

Appears in 1 contract

Samples: Asset Purchase Agreement (Banner Aerospace Inc)

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Injunction; Litigation; Legislation. (i) None of Neither Seller or nor Purchaser shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated herebyhereby to occur at the WMATA Closing, (ii) no action or proceeding shall have been instituted before any court or Governmental Entity Government Authority to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated herebyhereby to occur at the WMATA Closing, (iii) none neither of the parties Parties hereto shall have received written notice from any Governmental Entity Government Authority of (A) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated herebyhereby to occur at the WMATA Closing, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby to occur at the WMATA Closing or (B) the actual commencement of such investigation, (iv) there shall not be any pending or threatened litigation, suit, action or proceeding by any party Person which would reasonably be expected to limit or materially adversely affect Purchaser's ’s ability to operate the WMATA Assets or its ownership of the Acquired WMATA Assets and (v) no statute, rule or regulation shall have been promulgated or enacted by any Governmental EntityGovernment Authority, which would prevent or make illegal the consummation of the transactions contemplated herebyhereby to occur at the WMATA Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Clean Energy Fuels Corp.)

Injunction; Litigation; Legislation. (i) None of Neither Seller or nor Purchaser shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated herebyhereby to occur at the Xxxxxxxxxx Closing, (ii) no action or proceeding shall have been instituted before any court or Governmental Entity Government Authority to restrain or prohibit, or to obtain substantial damages from Seller in respect of, the consummation of the transactions contemplated herebyhereby to occur at the Xxxxxxxxxx Closing, (iii) none neither of the parties Parties hereto shall have received written notice from any Governmental Entity Government Authority of (A) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated herebyhereby to occur at the Xxxxxxxxxx Closing, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby to occur at the Xxxxxxxxxx Closing or (B) the actual commencement of such investigation, and (iv) there shall not be any pending or threatened litigation, suit, action or proceeding by any party which would reasonably be expected to limit or materially adversely affect Purchaser's ownership of the Acquired Assets and (v) no statute, rule or regulation shall have been promulgated or enacted by any Governmental EntityGovernment Authority, which would prevent or make illegal the consummation of the transactions contemplated herebyhereby to occur at the Xxxxxxxxxx Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Clean Energy Fuels Corp.)

Injunction; Litigation; Legislation. (i) None of Neither Seller or Purchaser nor Buyer shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto shall have received written notice from any Governmental Entity of (A) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (B) the actual commencement of such investigation, (iv) there shall not be any pending or threatened litigation, suit, action or proceeding by any party Person which would reasonably be expected to limit or materially adversely affect Purchaseror limit Buyer's ownership of the Acquired Assets and (v) no statute, rule or regulation shall have been promulgated or enacted by any Governmental Entity, which would prevent or make illegal the consummation of the transactions contemplated hereby.. (e)

Appears in 1 contract

Samples: Asset Purchase Agreement (Olin Corp)

Injunction; Litigation; Legislation. (i) None of Seller or Purchaser Parent, the Companies, AlliedSignal and Buyer shall not be subject to any order or injunction by any Governmental Entity restraining or prohibiting the consummation of the transactions contemplated hereby, (ii) no action or proceeding shall have been instituted before any court or Governmental Entity to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated hereby, (iii) none of the parties hereto or any Seller Subsidiary shall have received written notice from any Governmental Entity of (Ax) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated hereby, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby or (By) the actual commencement of such investigation, (iv) there shall not be any pending or threatened litigation, suit, action or proceeding by any party which would reasonably be expected to limit or materially adversely affect PurchaserBuyer's ownership of the Acquired Assets or the Buyer under the Herndon Agreement's ownership of and the Herndon Purchased Assets, and (v) no statute, rule or regulation Law shall have been promulgated or enacted by any xx xxx Governmental Entity, which would prevent xxxxxxx or make illegal the consummation of the transactions contemplated hereby.. (g)

Appears in 1 contract

Samples: Asset Purchase Agreement (Alliedsignal Inc)

Injunction; Litigation; Legislation. (i) None of Neither Seller or nor Purchaser shall be subject to any order or injunction restraining or prohibiting the consummation of the transactions contemplated herebyhereby to occur at the Xxxxxxxxxx Closing, (ii) no action or proceeding shall have been instituted before any court or Governmental Entity Government Authority to restrain or prohibit, or to obtain substantial damages in respect of, the consummation of the transactions contemplated herebyhereby to occur at the Xxxxxxxxxx Closing, (iii) none neither of the parties Parties hereto shall have received written notice from any Governmental Entity Government Authority of (A) its intention to institute any action or proceeding to restrain, enjoin or nullify this Agreement or the transactions contemplated herebyhereby to occur at the Xxxxxxxxxx Closing, or to commence any investigation (other than a routine letter of inquiry, including a routine civil investigative demand) into the consummation of the transactions contemplated hereby to occur at the Xxxxxxxxxx Closing or (B) the actual commencement of such investigation, (iv) there shall not be any pending or threatened litigation, suit, action or proceeding by any party Person which would reasonably be expected to limit or materially adversely affect Purchaser's ’s ability to operate the Xxxxxxxxxx Assets or its ownership of the Acquired Xxxxxxxxxx Assets and (v) no statute, rule or regulation shall have been promulgated or enacted by any Governmental EntityGovernment Authority, which would prevent or make illegal the consummation of the transactions contemplated herebyhereby to occur at the Xxxxxxxxxx Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Clean Energy Fuels Corp.)

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