Common use of No Actions or Court Orders Clause in Contracts

No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to (a) materially affect the right or ability of Buyer to own operate possess or transfer the Assets after the Closing, (b) materially damage the Selling Parties if the transactions contemplated hereunder are consummated or (c) materially damage the business or financial condition of Buyer and/or Nextera on a consolidated basis if the transactions contemplated hereunder are consummated. There shall have been no determination by the Selling Parties, acting in good faith, that the consummation of the transactions contemplated by this Agreement has become inadvisable or impracticable by reason of the institution or threat by any person or any federal, state or other governmental authority of litigation. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nextera Enterprises Inc)

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No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to (a) materially affect the right or ability of Buyer to own operate possess or transfer the Assets after the Closing, (b) materially damage Seller or the Selling Parties Shareholders if the transactions contemplated hereunder are consummated or (c) materially damage the business or financial condition of Buyer Buyer, Nextera and/or Nextera Holdings on a consolidated basis if the transactions contemplated hereunder are consummated. There shall have been no determination by Seller or the Selling PartiesShareholders, acting in 49 good faith, that the consummation of the transactions contemplated by this Agreement has become inadvisable or impracticable by reason of the institution or threat by any person or any federal, state or other governmental authority of litigation. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nextera Enterprises Inc)

No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to (a) to materially affect damage Buyer or Nextera, (b) to materially damage the Assets or the Business if the transactions contemplated hereunder are consummated, including without limitation any material adverse effect on the right or ability of Buyer or Nextera to own operate own, operate, possess or transfer the Assets after the Closing, (b) materially damage the Selling Parties if the transactions contemplated hereunder are consummated Closing or (c) to materially damage the business or financial condition of Buyer and/or and Nextera on a consolidated basis if the transactions contemplated hereunder are consummated. There shall have been no determination by the Selling PartiesBuyer or Nextera, acting in good faith, that the consummation of the transactions contemplated by this Agreement has become inadvisable or impracticable by reason of the institution or threat by any person or any federal, state or other governmental authority of litigation. There shall not be any Regulation or Court Order that makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nextera Enterprises Inc)

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No Actions or Court Orders. No Action by any governmental authority or other person shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and which could reasonably be expected to (a) to damage Buyer, (b) to damage the Assets or the Business materially affect if the transactions contemplated hereby are consummated, including without limitation any material adverse effect on the right or ability of Buyer Buyer, Nextera or Holdings to own operate own, operate, possess or transfer the Assets after the Closing, (b) materially damage the Selling Parties if the transactions contemplated hereunder are consummated Closing or (c) materially damage the business or financial condition of Buyer Buyer, Nextera and/or Nextera Holdings on a consolidated basis if the transactions contemplated hereunder are consummated. There shall have been no determination by the Selling PartiesBuyer, Nextera or Holdings, acting in good faith, that the consummation of the transactions contemplated by this Agreement has become inadvisable or impracticable by reason of the institution or threat by any person or any federal, state or other governmental authority of litigation. There shall not be any Regulation or Court Order that 51 makes the purchase and sale of the Business or the Assets contemplated hereby illegal or otherwise prohibited.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nextera Enterprises Inc)

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