No Injunctions; Actions Clause Samples
The "No Injunctions; Actions" clause restricts the parties from seeking injunctive or equitable relief, such as court orders to stop certain actions, in the event of a dispute. Instead, it typically requires that any disagreements be resolved through monetary damages or other specified remedies, rather than halting business operations or contractual obligations. This clause is designed to prevent disruptions to ongoing activities and ensure that disputes are settled without resorting to court-ordered prohibitions, thereby maintaining business continuity and reducing the risk of operational interruptions.
No Injunctions; Actions. There shall not: (i) be in effect any Law in the United States which makes illegal or enjoins or prevents in any respect the consummation of the transactions contemplated by this Asset Purchase Agreement; or (ii) have been commenced, and shall be continuing, an action or proceeding by any Governmental Entity in the United States which seeks to prevent or enjoin in any material respect the transactions contemplated hereby and which in the reasonable judgment of Novartis or the Purchaser, as the case may be, is reasonably likely to result in the issuance of such an injunction.
No Injunctions; Actions. Consummation of the transactions contemplated hereby or by the Ancillary Agreements shall not have been restrained, enjoined, or otherwise prohibited or made illegal by any applicable Law.
No Injunctions; Actions. There shall not: (i) be in effect any Law or Governmental Order which makes illegal or enjoins or prevents in any respect the consummation of the transactions contemplated by this Agreement; or (ii) have been commenced, and shall be continuing, an action or proceeding by any Governmental Entity which seeks to prevent or enjoin in any material respect the transactions contemplated hereby or making the consummation of such transactions illegal and which in the reasonable judgment of Seller or Buyer is reasonably likely to result in the issuance of such an injunction. Buyer’s Conditions . Buyer’s obligation to consummate the transactions contemplated by this Agreement is further subject to the fulfillment at or prior to the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Closing of each of the following conditions, any of which may be waived by Buyer in its sole discretion:
(a) all representations and warranties of Seller contained in this Agreement, as well as the IP License Representations, shall be true and correct in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) on the date hereof and as of the Closing, except for such representations and warranties that address matters as of a particular date which need be true in all respects (in the case of any representation or warranty containing any materiality qualification) or in all material respects (in the case of any representation or warranty without any materiality qualification) only as of the particular date specified therein;
(b) Seller shall have performed or complied with all covenants and agreements required to be performed or complied with by them hereunder on or prior to the Closing and shall have tendered the required documents at the Closing as set forth in Section 4.3(a);
(c) Title Company shall be irrevocably committed to issue the Owner’s Policy, subject only to payment of the premium therefor pursuant to Section 4.4(c);
(d) The Key Employees and at least [*]% of the Non-Key Employees shall be Transferred Employees;
(e) Buyer shall have received a certificate signed by an executive officer of the Seller certifying as to the satisfaction...
No Injunctions; Actions. There shall not (i) be in effect ------------------------ any statute, regulation, order, decree or judgment which makes illegal or enjoins or prevents in any respect the consummation of the transactions contemplated by this Agreement, (ii) have been commenced, and shall be continuing, or threatened any action or proceeding by any governmental authority which seeks to prevent or enjoin in any respect the transactions contemplated by this Agreement which the Purchasers or ▇▇▇▇▇▇▇▇, ▇▇ the case may be, in good faith believes to be material, or (iii) have been commenced, and shall be continuing, an action or proceeding by any other person which seeks to prevent or enjoin in any material respect the transactions contemplated by this Agreement and which in the written opinion of counsel to the Purchasers or ▇▇▇▇▇▇▇▇, ▇▇ the case may be, is reasonably likely to result in the issuance of such an injunction.