No Pending Action. No action, suit, proceeding or investigation before any court, administrative agency or other governmental authority shall be pending or threatened wherein an unfavorable judgment, decree or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded.
No Pending Action. There is no action, suit, proceeding or investigation pending, or, to the knowledge of the Dealer Manager, threatened or contemplated before or by any arbitrator, court or other government body, domestic or foreign, against or affecting the Dealer Manager or any subsidiary thereof which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated by this Agreement. The aggregate of all pending legal or governmental proceedings to which the Dealer Manager or any subsidiary thereof is a party or of which any of its respective properties or assets is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would not reasonably be expected to result in a Material Adverse Effect or materially adversely affect other properties or assets of the Dealer Manager or any subsidiary thereof.
No Pending Action. Except as disclosed in the Registration Statement, there is no action, suit or proceeding pending, or, to the knowledge of the Company, threatened or contemplated before or by any arbitrator, court or other government body, domestic or foreign, against or affecting any Issuer Entity or any respective subsidiary thereof which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated by this Agreement. The aggregate of all pending legal or governmental proceedings to which any Issuer Entity or any respective subsidiary thereof is a party or of which any of their respective properties or assets is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would not reasonably be expected to result in a Material Adverse Effect or materially adversely affect other properties or assets of any Issuer Entity or any respective subsidiary thereof.
No Pending Action. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated in this Agreement.
No Pending Action. (i) There shall not be instituted, pending or threatened any action, investigation or proceeding by any Governmental Authority, and (ii) there shall not be instituted or pending any action or proceeding by any other person, domestic or foreign, before any Governmental Authority that, in the case of (ii), is reasonably determined by Purchaser to have a substantial likelihood of being successful in (a) challenging or seeking to make illegal, to delay materially or otherwise, directly or indirectly, to restrain EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION or prohibit the consummation of the transactions contemplated by this Agreement or any Transaction Document, seeking to obtain material damages or imposing any material adverse conditions in connection therewith or otherwise, directly or indirectly relating to the transactions contemplated by this Agreement or any Transaction Document, (b) seeking to restrain, prohibit or delay the exercise of full rights of ownership or operation by Purchaser or its Affiliates of all or any portion of the business or assets of the Company and any of the Company Subsidiaries or of Purchaser or any of its Affiliates, or to compel Purchaser or any of its Affiliates to dispose of or hold separate all or any material portion of the business or assets of the Company or any of the Company Subsidiaries or of Purchaser or any of its Affiliates, (c) seeking to impose or confirm material limitations on the ability of Purchaser or any of its Affiliates to exercise full rights of the ownership of the equity interests of the Company, including, without limitation, the right to vote the capital stock of the Company acquired or owned by Purchaser or any of its Affiliates on all matters properly presented to the holders of such equity interests, (d) seeking to require divestiture by Purchaser or any of its Affiliates of the equity interests of the Company or any assets of the Company or any of the Company Subsidiaries, or (e) that otherwise would reasonably be expected to have a Material Adverse Effect.
No Pending Action. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (i) challenging the Company’s rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; (ii) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (iii) asserting that the Company or its Subsidiaries infringe, misappropriate, or otherwise violate, or would, upon the commercialization of any product or service described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as under development, infringe, misappropriate, or otherwise violate, any Intellectual Property rights of others, and the Company is unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim.
No Pending Action. No action, suit or other proceeding by any Person ----------------- to restrain or prohibit the transactions contemplated by this Agreement and the Other Documents shall be pending.
No Pending Action. No legislation, order, rule, ruling or regulation shall have been proposed, enacted or made by or on behalf of any governmental body, department or agency, and no legislation shall have been introduced in either House of Congress or in the legislature of any state, and no investigation by any governmental authority shall have been commenced or threatened, and no action, suit, investigation or proceeding shall have been commenced before, and no decision shall have been rendered by, any court or other governmental authority or arbitrator, which, in any such case, in the reasonable judgment of Buyer could adversely affect, restrain, prevent or rescind the transactions contemplated by this Agreement (including, without limitation, the purchase and sale of the Purchased Assets) or result in a Material Adverse Effect.
No Pending Action. Subject to Section 2(f) above, Employee represents that, as of the date he executed this Agreement, Employee has not filed any charge, complaint or action in any forum against the Company.
No Pending Action. As of the Closing Date, no action or proceeding (nor investigation preliminary thereto) or that relates to this Agreement or the transactions contemplated hereby shall be instituted or threatened at any time prior to or as of the Closing Date before any court or other governmental body or by any Person or public authority.
