Common use of No Legal Proceedings Clause in Contracts

No Legal Proceedings. No court or governmental action or proceeding shall have been instituted or threatened to restrain or prohibit the transactions contemplated hereby, and on the Closing Date there will be no court or governmental actions or proceedings pending or threatened against or affecting the Company that involve a demand for any judgment or liability, whether or not covered by insurance, and that may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of the Company.

Appears in 5 contracts

Samples: Purchase Agreement (Hammer Fiber Optics Holdings Corp), Purchase Agreement (Hammer Fiber Optics Holdings Corp), Purchase Agreement (Hammer Fiber Optics Holdings Corp)

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No Legal Proceedings. No court or governmental action or proceeding shall have been instituted or threatened to restrain or prohibit the transactions contemplated hereby, and on the Closing Date there will be no court or governmental actions or proceedings pending or threatened against or affecting the Company that Seller which involve a demand for any judgment or liability, whether or not covered by insurance, and that which may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of the CompanySeller.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Protocol Communications Inc), Asset Purchase Agreement (Protocol Communications Inc), Asset Purchase Agreement (Protocol Communications Inc)

No Legal Proceedings. No court or governmental action or proceeding shall have been instituted or threatened to restrain or prohibit the transactions contemplated hereby, and on the Closing Effective Date there will be no court or governmental actions or proceedings pending or threatened against or affecting the Company that Seller which involve a demand for any judgment or liability, whether or not covered by insurance, and that which may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of the CompanySeller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Protocol Communications Inc), Asset Purchase Agreement (Protocol Communications Inc)

No Legal Proceedings. No court or governmental suit, action or proceeding shall have been instituted or overtly threatened to restrain or prohibit the transactions contemplated herebyhereby and, and on as of the Closing Date Date, there will be no court or governmental actions action or proceedings proceeding pending or threatened against or affecting Seller, the Company Product or the Acquired Assets that involve involves a demand for any judgment or liabilityLiability, whether or not covered by insurance, and that may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of the Companycould reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Par Pharmaceutical Companies, Inc.), Asset Purchase Agreement (Par Pharmaceutical Companies, Inc.)

No Legal Proceedings. No court or governmental action or proceeding shall have been instituted or threatened to restrain or prohibit the transactions contemplated hereby, and on the Closing Date there will be no court or governmental actions or proceedings pending or threatened against or affecting the Company that involve a demand for any judgment or liability, whether or not covered by insurance, and that may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of the Companycould reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Access Integrated Technologies Inc)

No Legal Proceedings. No court or governmental action or proceeding Action shall have been instituted or threatened to restrain or prohibit the transactions contemplated herebyhereby and, and on as of the Closing Date Date, there will be no court or governmental actions or proceedings Action pending or threatened against or affecting the Company that involve involves a demand for any judgment or liabilityLiability, whether or not covered by insurance, and insurance that may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of the Companycould reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (6D Global Technologies, Inc)

No Legal Proceedings. No court or governmental action or -------------------- proceeding shall have been instituted or threatened to restrain or prohibit the transactions contemplated hereby, and on the Closing Date there will be no court or governmental actions action or proceedings proceeding pending or threatened against or affecting the Company that Corporation, Chopra or the Stockholders which involve a demand for any material judgment or liability, whether or not covered by insurance, and that may which could reasonably be expected to result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, condition of the CompanyCorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Computer Products Inc)

No Legal Proceedings. No court or governmental action or proceeding shall have been instituted or threatened to restrain restrain, materially delay or prohibit the transactions contemplated hereby. Additionally, and on the Closing Date there will shall be no court or governmental actions action or proceedings proceeding pending or threatened against or affecting the Company that involve or any of the Company Subs which involves a demand for any judgment or liabilityrecovery, whether or not covered by insurance, and that which may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of the Companya Company Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Daleen Technologies Inc)

No Legal Proceedings. No court or governmental suit, action or proceeding shall have been each instituted or overtly threatened to restrain or prohibit the transactions contemplated hereby, and on the and, as of each Closing Date Date, there will be no court or governmental actions action or proceedings proceeding pending or threatened against or affecting the Company that involve involves a demand for any judgment or liability, whether or not covered by insurance, and that may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of the Companycould reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Racing Capital, Inc.)

No Legal Proceedings. No court or governmental action or proceeding shall have been instituted or threatened to restrain or prohibit the transactions contemplated hereby, and on the Closing Date there will be no court or governmental actions or proceedings pending or threatened against or affecting the Company that which involve a demand for any judgment or liability, whether or not covered by insurance, and that which may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of the CompanyCompany or any of the Affiliates.

Appears in 1 contract

Samples: Stock Purchase Agreement (Protocol Communications Inc)

No Legal Proceedings. No court or governmental action or proceeding shall have been instituted or threatened to restrain or prohibit the transactions contemplated hereby, and on the Closing Date there will be no court or governmental actions or proceedings pending or threatened against or affecting the Company Sellers that involve a demand for any judgment or liability, whether or not covered by insurance, and that may result in any material adverse change in the business, operations, properties Business or assets or in the condition, financial or otherwise, any of the CompanyPurchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Access Integrated Technologies Inc)

No Legal Proceedings. No court or governmental suit, action or proceeding shall have been instituted or overtly threatened to materially restrain or prohibit the transactions contemplated hereby, and on and, as of the Closing Date Date, there will be no court or governmental actions action or proceedings proceeding pending or threatened against or affecting the Company that involve involves a demand for any judgment or liabilityLiability, whether or not covered by insurance, and that may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of the Companycould reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gs Agrifuels Corp)

No Legal Proceedings. No court or governmental action or proceeding shall have been instituted or threatened to restrain or prohibit the transactions contemplated hereby. Additionally, and on the Closing Date there will shall be no court or governmental actions action or proceedings proceeding pending or threatened against or affecting the Company that involve Seller which involves a demand for any judgment or liabilityrecovery, whether or not covered by insurance, and that which may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of the CompanySeller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermacell Technologies Inc)

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No Legal Proceedings. No court or governmental action or proceeding shall have been instituted or threatened to restrain or prohibit the transactions contemplated hereby, and on the Closing Date there will be no court or governmental actions or proceedings pending or threatened against or affecting the Company that involve a demand for any judgment or liability, whether or not covered by insurance, and that may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of the Companya Company Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Access Integrated Technologies Inc)

No Legal Proceedings. No court or governmental action or proceeding shall have been instituted or threatened to restrain or prohibit the transactions contemplated hereby, and on the Closing Date there will be no court or governmental actions or proceedings pending or threatened against or affecting the Company that involve a demand for any judgment or liability, whether or not covered by insurance, and that may could reasonably be expected to result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of a Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hanover Direct Inc)

No Legal Proceedings. No court or governmental action or proceeding shall have been instituted or threatened to restrain or prohibit the transactions contemplated hereby, and on the Closing Date there will be no court or governmental actions or proceedings pending or threatened against or affecting the Company that USTC which involve a demand for any judgment or liability, whether or not covered by insurance, and that which may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of the CompanyUSTC.

Appears in 1 contract

Samples: Stock Purchase Agreement (Protocol Communications Inc)

No Legal Proceedings. No court or governmental action or proceeding shall have been instituted or threatened to restrain or prohibit the transactions contemplated hereby, and on the Closing Date there will be no court or governmental actions or proceedings pending or threatened against or affecting the Company that involve a demand for any judgment or liability, whether or not covered by insurance, and that may result in any material adverse change in the business, operations, properties or assets or in the condition, financial or otherwise, of the Company.or

Appears in 1 contract

Samples: Stock Purchase Agreement (Protocol Communications Inc)

No Legal Proceedings. No court or governmental action or proceeding shall have been instituted or threatened to restrain or prohibit the transactions contemplated hereby, and on the Closing Date there will be no court or governmental actions or proceedings pending or threatened against or affecting the Company Seller that involve a demand for any judgment or liability, whether or not covered by insurance, and that may result in any material adverse change in the business, operations, properties Business or assets or in the condition, financial or otherwise, any of the CompanyPurchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Access Integrated Technologies Inc)

No Legal Proceedings. No court or governmental action or proceeding shall have been instituted or threatened Threatened to restrain restrain, materially delay or prohibit the transactions contemplated hereby. Additionally, and on the Closing Date there will shall be no court or governmental actions action or proceedings proceeding pending or threatened Threatened against or affecting the Company that involve which involves a demand for any judgment or liabilityrecovery, whether or not covered by insurance, and that which may result in any material adverse change in the business, operationsassets, properties prospects or assets or in the condition, financial or otherwise, condition of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Artesyn Technologies Inc)

No Legal Proceedings. No court or governmental action or -------------------- proceeding shall have been instituted or threatened to restrain restrain, materially delay or prohibit the transactions contemplated hereby. Additionally, and on the Closing Date there will shall be no court or governmental actions action or proceedings proceeding pending or threatened against or affecting the Company that involve Companies which involves a demand for any judgment or liabilityrecovery, whether or not covered by insurance, and that which may result in any material adverse change in the business, operationsassets, properties prospects or assets or in the condition, financial or otherwise, condition of the CompanyCompanies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Partminer Inc)

No Legal Proceedings. No court or governmental action or proceeding shall have been instituted or threatened to restrain restrain, materially delay or prohibit the transactions contemplated hereby. Additionally, and on the Closing Date there will shall be no court or governmental actions action or proceedings proceeding pending or threatened against or affecting the Company that involve which involves a demand for any judgment or liabilityrecovery, whether or not covered by insurance, and that which may result in any material adverse change in the business, operationsassets, properties prospects or assets or in the condition, financial or otherwise, condition of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Artesyn Technologies Inc)

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