Common use of No Adverse Proceedings Clause in Contracts

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers or directors of any of them, or any of the Subject Assets, seeking to restrain, prevent or change the transactions contemplated hereunder or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 4 contracts

Samples: Asset Purchase Agreement (American Aircarriers Support Inc), Asset Purchase Agreement (American Aircarriers Support Inc), Asset Purchase Agreement (American Aircarriers Support Inc)

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No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers officers, directors, managers or directors members of any of them, or any of the Subject Purchased Assets, seeking to restrain, prevent or change the transactions contemplated hereunder or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Healthier Choices Management Corp.), Asset Purchase Agreement (Healthier Choices Management Corp.), Asset Purchase Agreement (Healthier Choices Management Corp.)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers officers, directors, managers or directors members of any of them, or any of the Subject Assets, Purchased Assets seeking to restrain, prevent or change the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Healthier Choices Management Corp.), Asset Purchase Agreement (Healthier Choices Management Corp.), Asset Purchase Agreement (Healthier Choices Management Corp.)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers or directors of or any of them, or any of the Subject AssetsAssets where an unfavorable judgment with respect thereto would prevent, seeking to restrain, prevent rescind or change declare unlawful the transactions contemplated hereunder or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactionshereby.

Appears in 3 contracts

Samples: Purchase Agreement (Apparel Holding Corp.), Purchase Agreement (Apparel Holding Corp.), Purchase Agreement (Apparel Holding Corp.)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, threatened against any of the parties to this Agreement, or any of the principals, officers or directors of any of them, or any of the Subject Assets, Assets seeking to restrain, prevent or change the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 3 contracts

Samples: Asset Purchase Agreement (American Aircarriers Support Inc), Asset Purchase Agreement (American Aircarriers Support Inc), Asset Purchase Agreement (American Aircarriers Support Inc)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers or directors of any of them, or any of the Subject Assets, Purchased Assets seeking to restrain, prevent or change the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.;

Appears in 2 contracts

Samples: Asset Purchase Agreement (Infinite Group Inc), Asset Purchase Agreement (Infinite Group Inc)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers or directors of any of them, or any of the Subject Assets, seeking to restrain, prevent or change the transactions contemplated hereunder or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 2 contracts

Samples: Merger Agreement (Cic Acquisition Sub Inc), Merger Agreement (Conso International Corp)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority Governmental Authority shall have been commenced, no investigation by any governmental or regulatory authority Governmental Authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority Governmental Authority shall have been threatened, threatened against any of the parties to this Agreement, or any of the principals, officers officers, directors, partners or directors unitholders of any of them, or any of the Subject Assets, their assets seeking to restrain, prevent or change challenge the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Muzak Holdings Finance Corp)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers officers, directors, managers or directors members of any of them, or any of the Subject Assets, seeking to restrain, prevent or change the transactions contemplated hereunder or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Lehigh Gas Partners LP)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall 35 have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, threatened against any of the parties to this Agreement, or any of the principals, officers or directors of any of them, or any of the Subject Assets, Assets seeking to restrain, prevent or change the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Aircarriers Support Inc)

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No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers officers, directors, managers or directors members of any of them, or any of the Subject AssetsPurchased Interest, seeking to restrain, prevent or change the transactions contemplated hereunder or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Healthier Choices Management Corp.)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers or directors of any of them, or any of the Subject Assets, assets of the Company seeking to restrain, prevent or change the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Key Energy Services Inc)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers officers, directors, managers or directors members of any of them, or any of the Subject Assets, seeking to restrain, prevent or change the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Healthier Choices Management Corp.)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority Governmental Authority shall have been commenced, no investigation by any governmental or regulatory authority Governmental Authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority Governmental Authority shall have been threatened, threatened against any of the parties to this Agreement, any of the Nexstar Entities not party to this Agreement, or any of the principals, officers officers, directors, partners or directors interestholders of any of them, or any of the Subject Assets, their assets seeking to restrain, prevent or change challenge the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nexstar Broadcasting Group Inc)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Agreement, or any of the principals, officers or directors of any of them, or any of the Subject Assets, Purchased Assets seeking to restrain, prevent or change the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Infinite Group Inc)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority Governmental Authority shall have been commenced, no investigation by any governmental or regulatory authority Governmental Authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority Governmental Authority shall have been threatened, threatened against any of the parties to this Agreement, or any of the principals, officers officers, directors, partners or directors stockholders of any of them, or any of the Subject Assets, their assets seeking to restrain, prevent or change challenge the transactions contemplated hereunder hereby or questioning the validity or legality of any of such transactions or seeking damages in connection with any of such transactions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ign Entertainment Inc)

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