Common use of Litigation Clause in Contracts

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Appears in 27 contracts

Samples: Stock Purchase Agreement (Cyber Net Technol0gies LTD), Purchase Agreement (Chesapeake Energy Corp), Asset Purchase Agreement (Arthrocare Corp)

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Litigation. There To the knowledge of Buyer, there is no action, suit, investigation suit or proceeding pending against, or to the knowledge of Buyer threatened against or affectingaffecting Buyer in any court, Buyer before any court or arbitrator or before or by any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementagency.

Appears in 16 contracts

Samples: Agreement of Purchase and Sale (Apple REIT Eight, Inc.), Agreement of Purchase and Sale (Apple REIT Eight, Inc.), Agreement of Purchase and Sale (Apple REIT Seven, Inc.)

Litigation. There is no action, suitsuit or proceeding, investigation pending or proceeding pending againstknown to be threatened, or to the knowledge of Buyer threatened against or affecting, Buyer before affecting Purchaser in any court or before any arbitrator or before any governmental bodyGovernmental Authority which would materially and adversely affect the ability of Purchaser to perform its obligations hereunder, agency or official which in under any manner challenges or seeks document to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementbe delivered pursuant hereto.

Appears in 13 contracts

Samples: Agreement of Purchase and Sale (Moody National REIT I, Inc.), Agreement of Purchase and Sale (Moody National REIT I, Inc.), Agreement of Purchase and Sale (Lodging Fund REIT III, Inc.)

Litigation. There is no action, suit, investigation suit or proceeding pending againstor, or to the knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks might interfere with its ability to prevent, enjoin, alter or materially delay consummate the transactions contemplated by this Agreementhereunder.

Appears in 11 contracts

Samples: Asset Purchase and Sale Agreement (KeyOn Communications Holdings Inc.), Asset Purchase and Sale Agreement (KeyOn Communications Holdings Inc.), Asset Purchase and Sale Agreement (KeyOn Communications Holdings Inc.)

Litigation. There is no legal action, suit, arbitration, governmental investigation or proceeding other legal or administrative proceeding, nor any order, decree or judgment in progress, pending againstor in effect, or to the knowledge of Buyer threatened Purchaser threatened, against or affecting, Buyer before any court relating to Purchaser in connection with or arbitrator or any governmental body, agency or official which in any manner challenges or seeks relating to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement, and Purchaser does not know or have any reason to be aware of any basis for the same.

Appears in 11 contracts

Samples: Stock Purchase Agreement (Mentor on Call Inc), Stock Purchase Agreement, Stock Purchase Agreement (Opticare Health Systems Inc)

Litigation. There is are no actionactions, suitsuits, investigation proceedings or proceeding claims pending againstor, or to the knowledge Knowledge of Buyer, threatened in writing concerning Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks of its Affiliates with respect to prevent, enjoin, alter or materially delay the transactions contemplated by in this Agreement.

Appears in 10 contracts

Samples: Asset Purchase Agreement (PDL Biopharma, Inc.), Asset Purchase Agreement (PDL Biopharma, Inc.), Asset Purchase Agreement (Ikaria, Inc.)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementhereby.

Appears in 10 contracts

Samples: Asset Purchase Agreement (Panache Beverage, Inc.), Asset Purchase Agreement (Datawatch Corp), Purchase Agreement (MetroConnect Inc.)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner matter challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementhereby.

Appears in 9 contracts

Samples: Purchase Agreement (Nyfix Inc), Purchase Agreement (Airnet Systems Inc), Stock Purchase Agreement (360 Global Wine Co)

Litigation. There is no action, suit, investigation suit or proceeding pending againstor, or to the knowledge of Buyer Buyer’s knowledge, threatened against Buyer which questions the legality or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay propriety of the transactions contemplated by this AgreementAgreement or could materially adversely affect the ability of Buyer to perform its obligations hereunder.

Appears in 9 contracts

Samples: Asset Purchase Agreement (Emmis Communications Corp), Asset Purchase Agreement (Emmis Communications Corp), Asset Purchase Agreement (Emmis Communications Corp)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Appears in 9 contracts

Samples: Stock Purchase Agreement (Charles River Laboratories International Inc), Share Purchase Agreement (China Lodging Group, LTD), Stock Purchase Agreement (Roper Industries Inc)

Litigation. There is no actionNo lawsuit, suit, governmental investigation or legal, administrative or arbitration action or proceeding is pending againstor, or to the knowledge of Buyer Purchaser, threatened against or affecting, Buyer before any court or arbitrator Purchaser or any governmental bodyof its properties or assets, agency or official any director, officer or employee of Purchaser in his or her capacity as such, which in any manner challenges questions the validity of this Agreement or seeks to preventprohibit, enjoin, alter enjoin or materially delay otherwise challenge the consummation of the transactions contemplated by this Agreementhereby.

Appears in 8 contracts

Samples: Contribution Agreement (General Maritime Ship Holdings LTD), Contribution Agreement (General Maritime Ship Holdings LTD), Contribution Agreement (General Maritime Corp/)

Litigation. There is no actionlitigation, suitproceeding or investigation pending or, investigation or proceeding pending against, or to the knowledge of Buyer Purchaser, threatened against or affecting, Buyer before any court affecting Purchaser that questions the validity or arbitrator enforceability of this Agreement or any governmental bodyother document, agency instrument or official which agreement to be executed and delivered by Purchaser in any manner challenges or seeks to prevent, enjoin, alter or materially delay connection with the transactions contemplated by this Agreementhereby.

Appears in 8 contracts

Samples: Purchase and Sale Agreement, Stock Purchase Agreement (Eagle Rock Energy Partners L P), Share Purchase Agreement (Willbros Group Inc)

Litigation. There is no action, suit, investigation suit or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before Purchaser in any court or arbitrator by or before any other governmental body, agency or official instrumentality which in any manner challenges or seeks would materially and adversely affect the ability of Purchaser to prevent, enjoin, alter or materially delay carry out the transactions contemplated by this Agreement.

Appears in 8 contracts

Samples: Agreement of Purchase and Sale (Glimcher Realty Trust), Agreement of Purchase and Sale (Feldman Mall Properties, Inc.), Agreement of Purchase (Mack Cali Realty Corp)

Litigation. There is no suit, claim, action, suit, investigation or proceeding pending againstor, or to the knowledge Knowledge of Buyer, threatened against Buyer or any of its Affiliates which, if adversely determined, would materially interfere with the ability of Buyer threatened against to perform its obligations hereunder or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreementhereby.

Appears in 8 contracts

Samples: Asset Purchase Agreement (Impax Laboratories Inc), Asset Purchase Agreement (Impax Laboratories Inc), Asset Purchase Agreement (Sagent Pharmaceuticals, Inc.)

Litigation. There is are no actionactions, suitsuits, investigation claims, investigations or proceeding other legal proceedings pending againstor, or to the knowledge of Buyer Buyer, threatened against or affecting, by Buyer before any court that challenge or arbitrator or any governmental body, agency or official which in any manner challenges or seeks seek to prevent, enjoin, alter enjoin or materially otherwise delay the transactions contemplated by this Agreement.

Appears in 7 contracts

Samples: Share Transfer Agreement (Nova Lifestyle, Inc.), Share Transfer Agreement (Future FinTech Group Inc.), Share Transfer Agreement (Nova Lifestyle, Inc.)

Litigation. There is no action, suitclaim, investigation suit or proceeding pending againstpending, or to the Buyer's knowledge of Buyer threatened threatened, by or against or affecting, affecting Buyer before any court in connection with or arbitrator or any governmental body, agency or official which in any manner challenges or seeks relating to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementAgreement or of any action taken or to be taken in connection herewith or the consummation of the transactions contemplated hereby.

Appears in 7 contracts

Samples: Asset Purchase Agreement (L 3 Communications Corp), Asset Purchase Agreement (L 3 Communications Holdings Inc), Asset Purchase Agreement (Southern California Microwave Inc)

Litigation. There is no suit, action, suitclaim, investigation or inquiry by any person or entity or by any administrative agency or Governmental Authority and no legal, administrative or arbitration proceeding pending againstor, to Buyer’s knowledge, threatened against Buyer or to the knowledge any affiliate of Buyer threatened against that has materially affected or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks will materially affect Buyer’s ability to prevent, enjoin, alter or materially delay consummate the transactions contemplated by this Agreementherein.

Appears in 6 contracts

Samples: Purchase and Sale Agreement (Concho Resources Inc), Purchase and Sale Agreement, Purchase and Sale Agreement (Lucas Energy, Inc.)

Litigation. There is no claim, action, suit, proceeding or investigation or proceeding pending againstor, or to the knowledge of Buyer Buyer, threatened in writing against or affecting, affecting Buyer before any court that has or arbitrator would reasonably be expected to have a material adverse effect on the ability of Buyer to perform this Agreement or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay aspect of the transactions contemplated by this Agreementhereby.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Medcath Corp), Equity Purchase Agreement (Medcath Corp), Equity Purchase Agreement (Medcath Corp)

Litigation. There is no action, suit, investigation suit or proceeding pending againstor, or to the knowledge of Buyer Buyer's knowledge, threatened against or affecting, Buyer before in any court or arbitrator by or before any other governmental body, agency or official instrumentality which in any manner challenges or seeks would materially and adversely affect the ability of Buyer to prevent, enjoin, alter or materially delay carry out the transactions contemplated by this Agreement.

Appears in 6 contracts

Samples: Agreement for Sale and Purchase of Property (Investors Real Estate Trust), Agreement for Sale and Purchase of Property (Investors Real Estate Trust), General Assignment and Assumption Agreement (Investors Real Estate Trust)

Litigation. There is are no actionclaims, suitactions, investigation suits, proceedings or proceeding investigations pending against, or threatened by or against Buyer with respect to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated hereby, at law or in equity or before or by this Agreementany federal, state, municipal or other governmental department, commission, board, agency, instrumentality or authority.

Appears in 6 contracts

Samples: Syntex Asset Purchase Agreement (Dura Pharmaceuticals Inc/Ca), Asset Purchase Agreement (Icn Pharmaceuticals Inc), Asset Purchase Agreement (Icn Pharmaceuticals Inc)

Litigation. There is are no actionactions, suitsuits, investigation claims or proceeding legal, administrative or arbitratorial proceedings pending against, or or, to the knowledge Buyer's knowledge, threatened against, the Buyer which would adversely affect the Buyer's performance under this Agreement or the consummation of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Appears in 6 contracts

Samples: Purchase and Sale Agreement (Nitromed Inc), Stock Purchase and Sale Agreement (Vianet Technologies Inc), Stock Purchase Agreement (NMT Medical Inc)

Litigation. There is are no actionactions, suitsuits, investigation claims, investigations or proceeding other legal proceedings pending against, or to the knowledge of Buyer threatened in writing against or affecting, Buyer before any court or arbitrator by Purchaser or any governmental body, agency Affiliate of Purchaser that challenge or official which in any manner challenges or seeks seek to prevent, enjoin, alter enjoin or materially otherwise delay the transactions contemplated by this Agreement.

Appears in 6 contracts

Samples: Equity Purchase Agreement (Esports Entertainment Group, Inc.), Share Purchase Agreement (Esports Entertainment Group, Inc.), Stock Purchase Agreement (Esports Entertainment Group, Inc.)

Litigation. There is no legal action, suit, investigation or proceeding pending againstor, or to the knowledge of Buyer the Purchaser, threatened against or affecting, Buyer before affecting the Purchaser or its assets which could materially and adversely affect its ability to perform or observe any court obligation or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by condition under this Agreement.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Belvedere SoCal), Stock Purchase Agreement (Harrington West Financial Group Inc/Ca), Stock Purchase Agreement (Community Bancorp Inc)

Litigation. There is no action, suit, proceeding, claim or investigation or proceeding pending againstby any person, entity, or governmental entity pending or, to the knowledge of Buyer Buyer’s knowledge, threatened against or affecting, Buyer it before any court governmental entity that impedes or arbitrator or any governmental body, agency or official which in any manner challenges or seeks is likely to prevent, enjoin, alter or materially delay impede its ability to consummate the transactions contemplated transaction and to assume the liabilities to be assumed by it under this Agreement.

Appears in 5 contracts

Samples: Business Purchase Agreement (LiveWire Ergogenics, Inc.), Business Purchase Agreement (LiveWire Ergogenics, Inc.), Business Purchase Agreement

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer the Company threatened against or affectingagainst, Buyer or any Subsidiary of Buyer or any of their respective properties before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoinhinder, alter modify or materially delay challenge the transactions contemplated by this Agreement.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Phar Mor Inc), Agreement and Plan of Merger (Pharmhouse Corp), Voting and Payment Agreement (Pharmhouse Corp)

Litigation. There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or proceeding governmental body pending againstor, or to the knowledge of Buyer Buyer’s knowledge, threatened against or affecting, Buyer before it in any court or arbitrator by or before any federal, state, municipal or other governmental body, agency that would affect Buyer’s ability to execute and deliver this Agreement or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay consummate this Transaction and assume the transactions contemplated liabilities to be assumed by Buyer under this Agreement, including without limitation, the Assumed Liabilities.

Appears in 5 contracts

Samples: Purchase and Sale Agreement (Exco Resources Inc), Purchase and Sale Agreement (Exco Resources Inc), Purchase and Sale Agreement (Exco Resources Inc)

Litigation. There is no suit, action, suit, investigation or proceeding pending againstinquiry by any Person or by or before any Governmental Authority, and no legal, administrative, or arbitration proceedings pending, or to Buyer’s knowledge, threatened in writing against Buyer, or to which Buyer is a party, that would have a material adverse effect upon the knowledge ability of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay consummate the transactions contemplated by in this Agreement.

Appears in 5 contracts

Samples: Purchase and Sale Agreement (Petroquest Energy Inc), Purchase and Sale Agreement (Petroquest Energy Inc), Purchase and Sale Agreement (Petroquest Energy Inc)

Litigation. There is are no actionactions, suitsuits or proceedings pending or, investigation or proceeding pending againstto Purchaser’s knowledge, or to the knowledge of Buyer threatened against or affectingaffecting Purchaser or its Affiliates at law or in equity, Buyer by or before any court or Governmental Authority, arbitrator or any governmental bodyother Person, agency which could adversely affect Purchaser’s performance under this Agreement and/or the Related Agreements to which it is a party or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreementthereby.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Pioneer Power Solutions, Inc.), Asset Purchase Agreement (Cemtrex Inc), Asset Purchase Agreement (Globe Photos, Inc.)

Litigation. There is no claim, legal action, suitarbitration or other legal, investigation governmental, administrative or proceeding pending againsttax proceeding, or any order, complaint, decree or judgment pending, or, to the knowledge of Buyer threatened against or affectingBuyer's knowledge, Buyer before any court or arbitrator or any governmental bodythreatened, agency or official which in any manner challenges or seeks to that would prevent, enjoinlimit, alter delay or materially delay otherwise interfere with Buyer's ability to consummate the transactions contemplated by this AgreementAgreement in accordance with the terms hereof.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Enstar Income Program Ii-1 Lp), Deposit Escrow Agreement (Enstar Income Program 1984-1 Lp), Asset Purchase Agreement (Enstar Income Program Iv-1 Lp)

Litigation. There is no action, suit, proceeding, claim or investigation or proceeding pending againstby any person, entity, or governmental entity pending or, to the knowledge of Buyer Buyer's knowledge, threatened against or affecting, Buyer it before any court governmental entity that impedes or arbitrator or any governmental body, agency or official which in any manner challenges or seeks is likely to prevent, enjoin, alter or materially delay impede its ability to consummate the transactions contemplated transaction and to assume the liabilities to be assumed by it under this Agreement.

Appears in 5 contracts

Samples: Member Interests Business Purchase Agreement (E Med Future, Inc.), Business Purchase Agreement (E Med Future, Inc.), Business Purchase Agreement

Litigation. There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or proceeding governmental body pending againstor, or to the knowledge of Buyer Buyer’s knowledge, threatened in writing, against or affecting, Buyer before any court governmental authority that impedes or arbitrator or any governmental body, agency or official which in any manner challenges or seeks is likely to prevent, enjoin, alter or materially delay impede Buyer’s ability to consummate the transactions contemplated Transaction and to assume the liabilities to be assumed by Buyer under this Agreement.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Aspen Exploration Corp), Purchase and Sale Agreement (Venoco, Inc.), Purchase and Sale Agreement (Teton Energy Corp)

Litigation. There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or proceeding governmental body pending againstor, or to the knowledge of Buyer Buyer’s knowledge, threatened against or affecting, Buyer it before any court governmental authority that impedes or arbitrator or any governmental body, agency or official which in any manner challenges or seeks is likely to prevent, enjoin, alter or materially delay impede Buyer’s ability to consummate this Transaction and to assume the transactions contemplated liabilities to be assumed by Buyer under this Agreement, including without limitation, the Assumed Liabilities.

Appears in 4 contracts

Samples: Purchase, Sale and Exploration Agreement (Teton Energy Corp), Purchase and Sale Agreement (Arete Industries Inc), Purchase and Sale Agreement (Magnum Hunter Resources Corp)

Litigation. There is no action, suit, investigation or proceeding proceeding, pending againstor, or to the knowledge of Buyer threatened Buyer, threatened, against or affecting, affecting Buyer before in any court or before any arbitrator or before any federal, state, municipal, or other governmental bodydepartment, commission, board, bureau, agency or official instrumentality which in any manner challenges raises any question affecting the validity or seeks enforceability of this Agreement or could materially and adversely affect the ability of Buyer to preventperform its obligations under this Agreement, enjoin, alter or materially delay the transactions contemplated by under any document to be delivered pursuant to this Agreement.

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (Extra Space Storage Inc.), Membership Interest Purchase Agreement (Extra Space Storage Inc.), Membership Interest Purchase Agreement (Extra Space Storage Inc.)

Litigation. There is are no actionclaims, suitactions, investigation suits or proceeding pending againstother proceedings pending, or to the knowledge of Buyer threatened against the Buyer, threatened, at law or affectingin equity, Buyer by or before any court or arbitrator Governmental Agency or any governmental body, agency or official arbitrator against the Buyer which in any manner challenges or seeks could reasonably be expected to prevent, enjoin, alter or materially delay have an adverse effect on the transactions contemplated by ability of the Buyer to perform its obligations under this Agreement.

Appears in 4 contracts

Samples: Agreement of Merger (Sparta Foods Inc), Agreement of Merger (Oracle Corp /De/), Agreement of Merger (Cenex Harvest States Cooperatives)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementeffected hereby.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Hungarian Telephone & Cable Corp), 96 Stock Purchase Agreement (SBC Communications Inc), 96 Stock Purchase Agreement (Hungarian Telephone & Cable Corp)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which Governmental Authority that in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementContemplated Transactions.

Appears in 4 contracts

Samples: Recapitalization and Stock Purchase Agreement (Black & Decker Corp), Transaction Agreement (Windmere Durable Holdings Inc), Transaction Agreement (Black & Decker Corp)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which has a reasonable likelihood of success and in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Level 3 Telecom Holdings Inc), Stock Purchase Agreement (RCN Corp /De/), Stock Purchase Agreement (Scott Walter Jr)

Litigation. There is no action, suit, proceeding or governmental investigation or proceeding inquiry pending againstor, or to the knowledge of Buyer Buyer, threatened against Buyer or affecting, Buyer before any court or arbitrator its subsidiaries or any governmental bodyof its properties that might delay, agency prevent or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay hinder the consummation of the transactions contemplated by this Agreementhereby.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Rio Vista Energy Partners Lp), Asset Purchase Agreement (Penn Octane Corp), Asset Purchase Agreement (Penn Octane Corp)

Litigation. There is no actionLitigation pending or, suit, investigation or proceeding pending against, or to the knowledge of Buyer the Purchaser, threatened against the Purchaser or affecting, Buyer any of its Affiliates or involving any of its properties or assets by or before any court or court, arbitrator or any governmental body, agency or official other Governmental Entity which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Appears in 4 contracts

Samples: Purchase Agreement (Itc Deltacom Inc), Investment Agreement (Itc Deltacom Inc), Purchase Agreement (Itc Deltacom Inc)

Litigation. There is no action, suit, investigation or proceeding pending againstagainst or, or to the knowledge of Buyer Purchaser, threatened against or affecting, Buyer affecting Purchaser before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementTransactions.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Lance Inc), Asset Purchase Agreement, Asset Purchase Agreement (Atherogenics Inc)

Litigation. There is no action, suit, investigation or proceeding proceeding, pending againstor known to be threatened, or to the knowledge of Buyer threatened against or affecting, affecting the Buyer before in any court or before any arbitrator or before any federal, state, municipal, or other governmental bodydepartment, commission, board, bureau, agency or official instrumentality which (i) in any manner challenges raises any question affecting the validity or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by enforceability of this Agreement, or (ii) could materially and adversely affect the ability of the Buyer to perform its obligations hereunder, or under any document to be delivered pursuant hereto.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Soligen Technologies Inc), Asset Purchase Agreement (MHI Hospitality CORP), Asset Purchase Agreement (MHI Hospitality CORP)

Litigation. There is no action, suit, proceeding, dispute, litigation, claim, complaint or investigation by or proceeding before any court, tribunal, governmental body, governmental agency or arbitrator pending againstor, or to the knowledge of Buyer Buyer’s knowledge, threatened against or affecting, with respect to Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay (i) if adversely determined would have an adverse effect on the transactions contemplated by this Agreement, or (ii) challenges or would challenge any of the actions required to be taken by Buyer under this Agreement.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Ante5, Inc.), Asset Purchase Agreement (Ante5, Inc.), Asset Purchase Agreement (Ante5, Inc.)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge Knowledge of Buyer the Buyer, threatened against or affecting, affecting the Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreement.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Uil Holdings Corp), Securities Purchase Agreement (Uil Holdings Corp), Stock Purchase Agreement (Uil Holdings Corp)

Litigation. There is no action, suit, investigation proceeding at law or in equity by any Person, or any arbitration or any administrative or other proceeding pending against, by or before (or to the knowledge of Buyer the Purchaser, any investigation by), any Governmental or Regulatory Authority pending or, to the knowledge of the Purchaser, threatened against or affecting, Buyer before any court or arbitrator the Purchaser or any governmental body, agency of their respective properties or official which rights with respect to this Agreement. The Purchaser is not subject to any Order entered in any manner challenges lawsuit or seeks proceeding with respect to prevent, enjoin, alter this Agreement or materially delay the transactions contemplated by this Agreementhereby.

Appears in 4 contracts

Samples: Limited Partnership Unit Purchase Agreement (MDC Partners Inc), Membership Unit Purchase Agreement (MDC Partners Inc), Membership Interest Purchase Agreement (MDC Partners Inc)

Litigation. There is no action, suit, investigation action or proceeding pending againstother proceeding, or injunction or final judgment relating thereto, pending, or to the knowledge Knowledge of Buyer or its Affiliates, threatened against or affectingBuyer, Buyer before any court Governmental Authority in which it is sought to restrain or arbitrator prohibit or any governmental body, agency to obtain damages or official which other relief in any manner challenges connection with this Agreement or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreementhereby, and no investigation that would be reasonably likely to result in any such suit, action or proceeding is pending or, to the Knowledge of Buyer or its Affiliates, threatened.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Centurytel Inc), Asset Purchase Agreement (Verizon South Inc), Asset Purchase Agreement (Verizon South Inc)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge Knowledge of Buyer the Seller Entities, threatened against or affecting, Buyer affecting the Seller Entities before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay delay, in any material respect, the consummation of the transactions contemplated by this Agreement.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Uil Holdings Corp), Securities Purchase Agreement (Uil Holdings Corp), Securities Purchase Agreement (Uil Holdings Corp)

Litigation. There is no action, inquiry, audit, investigation, notice, claim, suit, investigation or proceeding pending againstreview, or proceeding, pending or, to the knowledge Knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court court, arbitrator, or arbitrator governmental or any governmental body, agency regulatory body or official which in any manner challenges or seeks to authority that could prevent, enjoin, alter delay or materially delay otherwise adversely affect the consummation of the transactions contemplated by this Agreement.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Spectra Energy Partners, LP), Securities Purchase Agreement (Atlas Pipeline Partners Lp), Securities Purchase Agreement (Atlas America Inc)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of such Buyer threatened against or affecting, such Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement or the Investors' Agreement.

Appears in 3 contracts

Samples: Subscription Agreement (Decisionone Holdings Corp), Subscription Agreement (Donaldson Lufkin & Jenrette Inc /Ny/), Subscription Agreement (Lee Thomas H Equity Fund Iii L P)

Litigation. There is no suit, claim, action, suitproceeding or investigation pending or, investigation or proceeding pending against, or to the knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court or arbitrator or any governmental bodyof its Subsidiaries that, agency as of the date hereof, challenges the validity or official which in any manner challenges propriety, or seeks to preventprevent the consummation of, enjoin, alter the Merger or materially delay the transactions any other transaction contemplated by this Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Endocardial Solutions Inc), Agreement and Plan of Merger (Endocardial Solutions Inc), Agreement and Plan of Merger (St Jude Medical Inc)

Litigation. There is no actionlitigation or other proceeding by any Person, suit, investigation or proceeding pending againstpending, or to the knowledge Knowledge of Buyer threatened Purchaser threatened, against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay affecting the transactions contemplated by this AgreementAgreement or Purchaser's ability to consummate such transactions.

Appears in 3 contracts

Samples: Membership Interests Purchase Agreement (Gse Systems Inc), Asset Purchase Agreement (Horizon Medical Products Inc), Asset Purchase Agreement (Assuranceamerica Corp)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer Buyer's knowledge, threatened against or affecting, Buyer either Acquiring Company before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementhereby.

Appears in 3 contracts

Samples: Asset Purchase Agreement (American Cellular Corp /De/), Asset Purchase Agreement (American Cellular Corp /De/), Asset Purchase Agreement (American Cellular Corp /De/)

Litigation. There is no claim, legal action, suitarbitration or other legal, investigation governmental, administrative or proceeding pending againsttax proceeding, or any order, complaint, decree or judgment pending, or, to the knowledge of Buyer threatened against or affectingBuyer's knowledge, Buyer before any court or arbitrator or any governmental bodythreatened, agency or official which in any manner challenges or seeks to that would prevent, enjoinlimit, alter delay or materially delay otherwise interfere with Buyer's or Seller's ability to consummate the transactions contemplated by this AgreementAgreement in accordance with the terms hereof.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Enstar Income Growth Program Five-a Lp), Asset Purchase Agreement (Enstar Income Growth Program Five-a Lp), Asset Purchase Agreement (Enstar Income Program Iv-2 Lp)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of the Buyer threatened against or affecting, the Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement, or that has had, individually or in the aggregate, a Buyer Material Adverse Effect.

Appears in 3 contracts

Samples: Purchase Agreement (Jones Apparel Group Inc), Purchase Agreement (Kasper a S L LTD), Purchase Agreement (Kasper a S L LTD)

Litigation. There is are no actionactions, suitsuits or proceedings pending or, investigation or proceeding pending againstto Buyer’s Knowledge, or to the knowledge of Buyer threatened against or affectingaffecting Buyer or its Affiliates at law or in equity, Buyer by or before any court Governmental Authority, or arbitrator arbitration or mediation authority, which could adversely affect Buyer’s performance under any governmental body, agency Transaction Document to which it is a party or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreementthereby.

Appears in 3 contracts

Samples: Equity Purchase Agreement (Usa Truck Inc), Asset Purchase Agreement (Pam Transportation Services Inc), Stock Purchase Agreement (Knight Transportation Inc)

Litigation. There is are no actionactions, suitsuits, investigation claims, investigations or proceeding other legal proceedings pending against, or to the knowledge of Buyer threatened against or affecting, by Buyer before any court or arbitrator or any governmental body, agency Affiliate of Buyer that challenge or official which in any manner challenges or seeks seek to prevent, enjoin, alter enjoin or materially otherwise delay the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Concierge Technologies Inc), Stock Purchase Agreement (Cleanspark, Inc.), Membership Interest Purchase Agreement (Cleanspark, Inc.)

Litigation. There is no action, suit, investigation or proceeding (or any basis therefor) pending against, or to the knowledge of Buyer Seller, threatened against or affecting, Buyer before any court or arbitrator or any governmental bodySeller, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Florida East Coast Industries Inc), Stock Purchase Agreement (Dupont Alfred I Testamentary Trust), Stock Purchase Agreement (Florida East Coast Industries Inc)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of such Buyer threatened against or affecting, such Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementTransactions.

Appears in 3 contracts

Samples: Subscription Agreement (Donaldson Lufkin & Jenrette Inc /Ny/), Subscription Agreement (Thermadyne MFG LLC), Securities Purchase Agreement (Nebco Evans Holding Co)

Litigation. There is no actionclaim, suitlitigation, proceeding or investigation pending or, to the best of Buyer's knowledge, threatened, which seeks to enjoin or proceeding pending againstprohibit, or otherwise questions the validity of, any action taken or to the knowledge of be taken by Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by connection with this Agreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Westwood One Inc /De/), Asset Purchase Agreement (Paxson Communications Corp), Stock Purchase Agreement (Infinity Broadcasting Corp)

Litigation. There is are no actionProceedings pending or, suit, investigation or proceeding pending against, or to the knowledge of Buyer the Buyer, threatened against the Buyer or affecting, any Affiliate of the Buyer by or before any court or arbitrator or any governmental body, agency or official which Governmental Authority that in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreementhereby.

Appears in 3 contracts

Samples: Purchase Agreement (Nortek Inc), Stock Purchase Agreement, Stock Purchase Agreement (Ply Gem Industries Inc)

Litigation. There is no action, suitclaim, investigation suit or proceeding pending againstpending, or to the Buyer's knowledge of Buyer threatened against threatened, in connection with or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks relating to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementAgreement or of any action taken or to be taken in connection herewith or the consummation of the transactions contemplated hereby.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Medical Action Industries Inc), ) Asset Purchase Agreement (Medical Action Industries Inc), Asset Purchase Agreement (Medical Action Industries Inc)

Litigation. There is no actionlitigation, suit, investigation at law or proceeding pending againstin equity, or any proceedings before any commission or other governmental authority, pending or, to the knowledge of Buyer Buyer, after due inquiry, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks could reasonably be expected to prevent, enjoin, alter or materially delay impair the ability of Buyer to consummate the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Cable Tv Fund 11-B LTD), Purchase and Sale Agreement (Cable Tv Fund 11-B LTD), Agreement (Olympus Capital Corp)

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Litigation. There is no judicial, arbitral or administrative action, suit, proceeding, investigation or proceeding other Litigation pending againstor, or to the knowledge of Buyer Buyer’s Knowledge, threatened against or affecting, Buyer before any court or arbitrator or any governmental bodyof its directors, agency officers or official which in any manner challenges Employees that could reasonably be expected to prevent or seeks to prevent, enjoin, alter or materially delay interfere with consummation of the transactions contemplated by this AgreementTransactions.

Appears in 3 contracts

Samples: Sale and Purchase Agreement (Titanium Asset Management Corp), Call Agreement (Federated Investors Inc /Pa/), Sale and Purchase Agreement (Titanium Asset Management Corp)

Litigation. There is no action, suit, investigation proceeding or proceeding investigation, either at law or in equity, by or before any governmental or other instrumentality or agency or any other entity or person pending againstor, or to the knowledge of Buyer Seller’s Knowledge, threatened against or affecting, Buyer before any court or arbitrator affecting the Company or any governmental body, agency of its properties or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementassets.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Digital Angel Corp), Stock Purchase Agreement (Blue Moon Energy Partners LLC), Stock Purchase Agreement (Digital Angel Corp)

Litigation. There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or proceeding governmental body pending againstor, or to the knowledge of Buyer Buyer’s Knowledge, threatened against or affecting, Buyer it before any court governmental authority that impedes or arbitrator or any governmental body, agency or official which in any manner challenges or seeks is likely to prevent, enjoin, alter or materially delay impede its ability to consummate the transactions contemplated by this Agreement and to assume the liabilities to be assumed by it under this Agreement.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Delta Petroleum Corp/Co), Purchase and Sale Agreement (Infinity Energy Resources, Inc), Purchase and Sale Agreement (Delta Petroleum Corp/Co)

Litigation. There is no No legal action, suit, investigation suit or proceeding or judicial, administrative or governmental investigation is pending againstor, to Buyer’s Knowledge, threatened against Buyer that questions or might question the validity of this Agreement or any actions taken or to the knowledge of be taken by Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges pursuant hereto or seeks to prevent, enjoin, alter enjoin or materially delay otherwise restrain the transactions contemplated by this Agreementhereby.

Appears in 3 contracts

Samples: Branch Purchase and Assumption Agreement (Spirit of Texas Bancshares, Inc.), Branch Purchase and Assumption Agreement (Simmons First National Corp), Branch Purchase and Assumption Agreement (Simmons First National Corp)

Litigation. There is no claim, action, suit, litigation, proceeding or investigation or proceeding pending againstor, or to the knowledge of Buyer Buyer’s Knowledge, threatened against or affecting, the Buyer before any court or arbitrator concerning this Agreement or any governmental body, agency of the other agreements contemplated hereby or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay of the transactions contemplated by this Agreementhereby or thereby.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Edgewater Technology Inc/De/), Asset Purchase Agreement (Edgewater Technology Inc/De/), Asset Purchase Agreement (Edgewater Technology Inc/De/)

Litigation. There is are no actionactions, suitproceedings or investigations by or before any Government Authority pending or, investigation or proceeding pending against, or to the knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official of its Affiliates which in any manner challenges challenge or seeks seek to prevent, enjoin, alter invalidate, or materially delay restrain the transactions contemplated by this AgreementTransactions.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Cloud Peak Energy Resources LLC), Purchase and Sale Agreement (Cloud Peak Energy Resources LLC), Purchase and Sale Agreement (Cloud Peak Energy Resources LLC)

Litigation. There is are no actionactions, suitclaims, investigation suits, proceedings or proceeding investigations, whether civil, criminal or administrative, pending againstor, or to the knowledge Knowledge of Buyer Buyer, threatened against or affectingaffecting Buyer or its business at law or in equity or otherwise, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter would prevent or materially delay the transactions contemplated by Buyer from being able to perform its obligations under this Agreement.

Appears in 3 contracts

Samples: Purchase and Assumption Agreement (First Financial Bancorp /Oh/), Purchase and Assumption Agreement (Peoples Community Bancorp Inc /Md/), Purchase and Assumption Agreement (Irwin Financial Corp)

Litigation. There is no actionlitigation, suit, investigation action or proceeding pending againstagainst Buyer or, or to the knowledge of Buyer Buyer’s knowledge, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay that would prevent timely consummation of the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Apache Corp), Purchase and Sale Agreement (Apache Corp), Purchase and Sale Agreement

Litigation. There is no claim, counterclaim, action, suit, order, proceeding or investigation or proceeding pending againstor, or to the knowledge of Buyer the Buyer, threatened against or affectingaffecting it with respect to or affecting the Buyer, Buyer before any court or arbitrator its assets, properties or any governmental bodyrights, agency or official which in any manner challenges or seeks relating to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementhereby, before any court, agency, regulatory, administrative or other governmental body or officer of before any arbitrator.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Win Gate Equity Group Inc), Stock Purchase Agreement (Morgan Gary D), Stock Purchase Agreement (Tremaine Trading Co)

Litigation. There is are no actionactions, suitsuits, investigation proceedings, claims or proceeding legal, administrative or arbitration proceedings or investigations pending againstor, or to the knowledge Knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court or arbitrator which question the validity of this Agreement or any governmental body, agency action taken by Buyer pursuant to this Agreement or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementhereby.

Appears in 3 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Leucadia National Corp), Stock Purchase Agreement (Tower Group, Inc.)

Litigation. There is are no actionactions, suitsuits or proceedings pending or, investigation or proceeding pending against, or to the knowledge of Buyer Purchaser, threatened against in writing before or affecting, Buyer before by any court Governmental Authority or arbitrator against Purchaser or any governmental body, agency or official which in any manner challenges or seeks Affiliate of Purchaser that would reasonably be expected to prevent, enjoin, alter or materially delay prohibit the consummation of the transactions contemplated by this Agreementhereby.

Appears in 3 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Magnum Hunter Resources Corp), Purchase and Sale Agreement (PostRock Energy Corp)

Litigation. There is no action, suit, proceeding, claim, arbitration or investigation pending or proceeding pending againstthreatened, or to against the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental bodyof its Affiliates, agency and the Buyer is not subject to any outstanding order, writ, judgment, injunction or official which decree of any Governmental Entity that, in any manner challenges either case, would, individually or seeks to preventin the aggregate, enjoin, alter (a) prevent or materially delay the transactions contemplated consummation by the Buyer of the Contemplated Transactions or (b) otherwise prevent or materially delay performance by the Buyer of any of its material obligations under this Agreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Merrimack Pharmaceuticals Inc), Asset Purchase Agreement (Elevation Oncology, Inc.), Asset Purchase Agreement (Merrimack Pharmaceuticals Inc)

Litigation. There is are no actionclaims, suitactions, investigation or proceeding suits, proceedings, pending againstor, or to the knowledge of Buyer Buyer, threatened against or affecting, Buyer before any federal, state or local court or other Authority, or before any arbitrator of any nature, that questions the validity of this Agreement, any action taken or any governmental bodyto be taken by Buyer in connection herewith or otherwise involving, agency affecting or official which in any manner challenges or seeks relating to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementAgreement or the other Transaction Documents.

Appears in 3 contracts

Samples: Securities Purchase Agreement (HII Technologies, Inc.), Securities Purchase Agreement (HII Technologies, Inc.), Stock Purchase Agreement (HII Technologies, Inc.)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge Knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (James River Coal CO), Asset Purchase Agreement (James River Coal CO), Stock Purchase Agreement (Ellie Mae Inc)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer either of the Individual Purchasers, threatened against or affectingeffecting, Buyer either of the Individual Purchasers before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementContemplated Transactions.

Appears in 3 contracts

Samples: Transaction Agreement (L 3 Communications Holdings Inc), Transaction Agreement (L 3 Communications Corp), Transaction Agreement (Southern California Microwave Inc)

Litigation. There is no action, suit, investigation investigation, action or other proceeding pending againstor, to Buyer’s knowledge, threatened before any court, arbitration tribunal, or to judicial, governmental or administrative agency, against Buyer which would materially restrict or limit the knowledge ability of Buyer threatened against to perform its obligations hereunder or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay prevent the consummation of the transactions contemplated by this Agreementherein.

Appears in 3 contracts

Samples: Purchase Agreement (Teleflex Inc), Purchase Agreement (Teleflex Inc), Purchase Agreement (Aar Corp)

Litigation. There As of the date hereof, there is no action, suit, investigation or proceeding pending against, or to the knowledge Knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Alpha Natural Resources, Inc.), Asset Purchase Agreement (Contura Energy, Inc.), Asset Purchase Agreement (Contura Energy, Inc.)

Litigation. There is no action, suit, proceeding or governmental investigation or proceeding inquiry pending againstor, or to the knowledge of Buyer Buyer, threatened against Buyer or affecting, Buyer before any court or arbitrator its affiliates or any governmental bodyof its properties that might delay, agency prevent or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay hinder the consummation of the transactions contemplated by this Agreementhereby.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Petroquest Energy Inc), Purchase and Sale Agreement (Petroquest Energy Inc), Purchase and Sale Agreement (Petroquest Energy Inc)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Governmental Entity which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementAgreement or the Ancillary Agreements.

Appears in 3 contracts

Samples: Purchase Agreement (Hipp W Hayne), Purchase Agreement (Liberty Corp), Purchase Agreement (Royal Bank of Canada)

Litigation. There is are no actionActions pending or, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affectingthe Buyer, Buyer threatened, before any court or Governmental Entity, or before any arbitrator of any nature, brought by or against the Buyer or, to the knowledge of the Buyer, any governmental bodyof the Buyer’s officers, agency directors, employees, agents or official which Affiliates, in any manner challenges each case, involving or seeks relating to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (P10, Inc.), Asset Purchase Agreement (P10, Inc.)

Litigation. There is no claim, action, suit, investigation suit or proceeding pending against---------- or, or to the knowledge of Buyer Buyer, threatened against Buyer which would or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to may prevent, enjoin, alter delay or materially delay hinder the consummation of the transactions contemplated by this Agreement.

Appears in 2 contracts

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

Litigation. There is no action, suit, investigation or proceeding pending againstor, or to the knowledge of Buyer Buyers, threatened against or affecting, Buyer affecting Buyers before any court or arbitrator by or before any governmental body, agency body or official which in any manner challenges arbitration board or seeks to prevent, enjoin, alter tribunal that might enjoin or materially delay prevent the consummation of the transactions contemplated by this Agreement.. For purposes of

Appears in 2 contracts

Samples: Asset Purchase Agreement (GHS Inc), Asset Purchase Agreement (Health Management Systems Inc)

Litigation. There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or proceeding governmental body pending againstor, or to the knowledge of Buyer Buyer, threatened against or affecting, Buyer it before any court governmental authority that impedes or arbitrator or any governmental body, agency or official which in any manner challenges or seeks is likely to prevent, enjoin, alter or materially delay impede its ability to consummate the transactions contemplated Transaction and to assume the liabilities to be assumed by it under this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Legacy Reserves Lp)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge Knowledge of Buyer threatened against in writing against, or affecting, affecting Buyer before any court or arbitrator or any governmental body, agency or official Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Us Industries Inc /De), Stock and Asset Purchase Agreement (Hubbell Inc)

Litigation. There is no action, suit, investigation claim or proceeding pending againstor, or to the knowledge of Buyer the Buyer, threatened against the Buyer or affecting, Buyer any of its subsidiaries by or before any court or arbitrator or any governmental body, agency or official other Governmental Entity which in any manner challenges or seeks to prevent, enjoin, alter enjoin or materially delay prohibit the performance by the Buyer of its obligations hereunder or the consummation by the Buyer or its affiliate of any of the transactions contemplated by this Agreementpursuant hereto.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Doubletree Corp), Securities Purchase Agreement (Doubletree Corp)

Litigation. There is are no action, suit, investigation or proceeding pending againstsuits, or proceedings at law or in equity or by or before any governmental instrumentality or other agency now pending or, to the knowledge of Buyer threatened threatened, against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks could have a material adverse effect on the ability of Buyer to prevent, enjoin, alter or materially delay consummate the transactions contemplated by this Agreementhereby.

Appears in 2 contracts

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

Litigation. There is no action, suit, investigation suit or proceeding of any nature pending againstor, or to the knowledge of Buyer Buyer's knowledge, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which that would in any manner challenges or seeks material way impair Buyer's ability to prevent, enjoin, alter or materially delay execute this Agreement and consummate the transactions contemplated by this Agreementhereunder.

Appears in 2 contracts

Samples: Stock Acquisition Agreement (Probusiness Services Inc), Agreement and Plan of Reorganization (Probusiness Services Inc)

Litigation. There is no action, suit, proceeding, dispute, litigation, claim, complaint or investigation by or proceeding before any court, tribunal, governmental body or arbitrator pending againstor, or to the knowledge best of Buyer Purchaser's knowledge, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Purchaser which in any manner challenges or seeks would challenge any of the actions required to prevent, enjoin, alter or materially delay the transactions contemplated be taken by Purchaser under this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Zeros & Ones Inc), Agreement for Purchase and Sale (Aremissoft Corp /De/)

Litigation. There is are no actionsuits, suitactions, investigation or proceeding pending againstclaims, arbitrations, administrative, or to the knowledge of Buyer other proceedings or governmental investigations pending or threatened against or affecting, affecting Buyer before in any court or arbitrator before or by any federal, state, local, or other governmental bodydepartment or agency that seek to restrain or prohibit the consummation, agency legality or official which in any manner challenges validity of this Agreement or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementhereby or which would materially impair the ability of the Buyer to consummate such transactions.

Appears in 2 contracts

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

Litigation. There is no action, suit, investigation suit or proceeding pending againstor, or to the knowledge best of Buyer Purchaser's knowledge, threatened against or affectingaffecting Purchaser in any court, Buyer or by or before any court federal, state, municipal or arbitrator or any other governmental bodydepartment, commission, board, bureau, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementinstrumentality.

Appears in 2 contracts

Samples: Agreement of Sale and Purchase (Collins & Aikman Corp), Agreement of Sale and Purchase (Collins & Aikman Corp)

Litigation. There is no action, suit, investigation or proceeding pending againstpending, or or, to the knowledge of Buyer Seller, threatened against or affecting, Buyer affecting the Lessee or any Purchased Asset before any court or arbitrator or any governmental body, agency or official or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Sale and Purchase Agreement (Willis Lease Finance Corp), Sale and Purchase Agreement (Willis Lease Finance Corp)

Litigation. There is no action, suit, investigation or proceeding pending againstpending, or or, to the knowledge of Buyer Seller, threatened against or affecting, Buyer any Purchased Asset before any court or arbitrator or any governmental body, agency or official or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Morgan Stanley Aircraft Finance), Lease Agreement (Morgan Stanley Aircraft Finance)

Litigation. There is no action, suit, proceeding, claim or, to its knowledge, investigation or proceeding by any Person pending againstor, or to the knowledge of Buyer Buyer’s knowledge, threatened in writing, against or affecting, Buyer before any court governmental authority that impedes or arbitrator or any governmental body, agency or official which in any manner challenges or seeks is likely to prevent, enjoin, alter or materially delay impede Buyer’s ability to consummate the transactions contemplated by this Agreement and to assume the liabilities to be assumed by Buyer under this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Callon Petroleum Co), Purchase and Sale Agreement (Cimarex Energy Co)

Litigation. There is are no actionsuits, suitactions, investigation arbitrations or proceeding other proceedings by or before any court, arbitrator or other governmental agency pending againstagainst Buyer or, or to the knowledge of Buyer Buyer's actual knowledge, threatened against or affectingBuyer, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks relate to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Synergy Resources Corp)

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Governmental Entity which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementthe Transaction Documents.

Appears in 2 contracts

Samples: Purchase Agreement (Rj Reynolds Tobacco Holdings Inc), Purchase Agreement (RJR Nabisco Inc)

Litigation. There is no action, suitsuit or proceeding, investigation pending or proceeding pending againstknown to be threatened, or to the knowledge of Buyer threatened against or affecting, Buyer before affecting the Purchaser in any court or before any arbitrator or before any governmental bodyGovernmental Authority which would materially and adversely affect the ability of the Purchaser to perform its obligations hereunder, agency or official which in under any manner challenges or seeks document to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementbe delivered pursuant hereto.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Moody National REIT II, Inc.), Agreement of Purchase and Sale (Moody National REIT I, Inc.)

Litigation. There is are no actionsuits, suit, investigation or proceeding pending againstactions, or administrative, arbitration or other proceedings or governmental investigations pending or, to the knowledge of Buyer the Purchaser, threatened against or affecting, Buyer before the Purchaser with respect to any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay of the transactions contemplated by this Agreementhereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Xoom Inc), Asset Purchase Agreement (Vacu Dry Co)

Litigation. There is no action, suit, investigation or proceeding investigation, proceeding, review pending against, or to the knowledge of the Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Governmental Entity which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementhereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pinnacle Energy Corp.), Asset Purchase Agreement (Datalogic International Inc)

Litigation. There is no No legal action, suit, investigation suit or proceeding or judicial, administrative or governmental investigation is pending againstor, or to the knowledge of Buyer Buyer, threatened against Buyer that questions or affecting, Buyer before any court or arbitrator might question the validity of this Agreement or any governmental body, agency actions taken or official which in any manner challenges to be taken by Buyer pursuant hereto or seeks to prevent, enjoin, alter enjoin or materially delay otherwise restrain the transactions contemplated by this Agreementhereby.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Surety Capital Corp /De/), Purchase and Assumption Agreement (Unionbancorp Inc)

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