Common use of No Actions, Suits or Proceedings Clause in Contracts

No Actions, Suits or Proceedings. As of the Closing Date, no -------------------------------- action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the condition, financial or otherwise, or prospects of the Sellers. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Sellers shall be pending, and the Sellers shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no -------------------------------- action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity entity, other than the Buyer or its affiliates, shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of of, this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially an adverse effect on the condition, condition (financial or otherwise, other) or prospects of the SellersSeller. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Sellers Seller shall be pending, and the Sellers Seller shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no -------------------------------- action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the condition, financial or otherwise, or prospects of the SellersDrug Discovery Program. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Sellers PerSeptive shall be pending, and the Sellers PerSeptive shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no -------------------------------- action, suit, investigation or proceeding brought by any person, corporation, governmental agency Governmental Body or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body Governmental Body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the condition, financial or otherwise, or prospects of the SellersCompany. No order, decree or judgment of any court or governmental body Governmental Body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Sellers Company or any Stockholder shall be pending, and neither the Sellers Company nor any Stockholder shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no -------------------------------- action, suit, investigation or proceeding brought by any person, corporation, governmental agency Governmental Entity or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body other Governmental Entity (ia) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of this Agreement or the consummation of the transactions contemplated hereby, or (iib) which has had or may could reasonably be expected to have a materially adverse effect on the condition, financial or otherwise, or prospects of the SellersMaterial Adverse Effect. No order, decree or judgment of any court or governmental body other Governmental Entity shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the APP Companies or any Sellers ability to consummate the transaction contemplated hereby shall be pending, and neither the Sellers APP Companies nor any Seller shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no -------------------------------- action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the condition, financial or otherwise, or prospects of the SellersCompany. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Sellers Company or any Seller shall be pending, and neither the Sellers Company nor any Seller shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no -------------------------------- action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of any of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the Assets or the condition, financial or otherwise, or prospects of the SellersCompany. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Sellers Company or any Stockholder shall be pending, and neither the Sellers Company nor any Seller shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As Except as shown on Schedule 3.5(d), as of the Closing Date, no -------------------------------- action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the best knowledge of the parties to this AgreementSeller, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the condition, financial or otherwise, or prospects of the SellersSeller. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Sellers Seller shall be pending, and the Sellers Seller shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no -------------------------------- action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to prohibit or materially restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the condition, financial or otherwise, or prospects of the Sellersbusiness. No order, decree or judgment of any court or governmental body shall have been issued prohibiting or materially restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Sellers Argentys shall be pending, and the Sellers Argentys shall not shall have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no -------------------------------- action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to prohibit or materially restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the condition, financial or otherwise, or prospects of the Sellersbusiness. No order, decree or judgment of any court or governmental body shall have been issued prohibiting or materially restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Sellers Buyer shall be pending, and the Sellers Buyer shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Effective Date, no -------------------------------- action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the best knowledge of the parties to this AgreementSeller, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the condition, financial or otherwise, or prospects of any of the SellersCompanies. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting any of the Sellers Companies shall be pending, and none of the Sellers Companies shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedingsproceedings and the Seller shall deliver to the Buyer a certificate, dated the Effective Date, to such effect.

No Actions, Suits or Proceedings. As of the Closing Date, no -------------------------------- action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the condition, financial or otherwise, or prospects of the SellersBuyer or the Company. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Sellers Company or any Seller shall be pending, and neither the Sellers Company nor any Seller shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As of the Closing Date, no -------------------------------- action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties to this AgreementSellers, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect on the condition, financial or otherwise, or prospects of the SellersCompany. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Sellers Company shall be pending, and the Sellers Company shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedingsproceedings and the Sellers shall have delivered to the Buyer a certificate, dated the Closing Date, to such effect.

No Actions, Suits or Proceedings. As of the Closing Date, no -------------------------------- action, suit, investigation or proceeding brought by any person, corporation, governmental agency or other entity shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court or governmental body (i) to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in with respect of to this Agreement or the consummation of the transactions contemplated hereby, or (ii) which has had or may have a materially adverse effect Materially Adverse Effect on the condition, financial or otherwise, or prospects of the SellersCompany. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreement. No insolvency proceeding of any character including including, without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Sellers Company or any Stockholder shall be pending, and neither the Sellers Company nor any Stockholder shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.

No Actions, Suits or Proceedings. As No Order of any Court or ------------------------------------ Governmental Authority shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the Closing Date, no -------------------------------- action, suit, investigation or proceeding brought transactions contemplated by any person, corporation, governmental agency or this Agreement and the other entity Documents. No Litigation shall be pending or, to the knowledge of the parties to this Agreement, threatened, before any court Court or governmental body (i) Governmental Authority to restrain, prohibit, restrict or delay, or to obtain damages or a discovery order in respect of this Agreement Agreement, any of the other Documents or the consummation of the transactions contemplated hereby, hereby or (ii) which has had or may have a materially adverse effect on the condition, financial or otherwise, or prospects of the Sellers. No order, decree or judgment of any court or governmental body shall have been issued restraining, prohibiting, restricting or delaying, the consummation of the transactions contemplated by this Agreementthereby. No insolvency proceeding of any character including without limitation, bankruptcy, receivership, reorganization, dissolution or arrangement with creditors, voluntary or involuntary, affecting the Sellers Purchaser or the Parent shall be pending, and neither the Sellers Purchaser nor the Parent shall not have taken any action in contemplation of, or which would constitute the basis for, the institution of any such proceedings.