Common use of No Pending Action Clause in Contracts

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contemplated hereby, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded.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. 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 herebyhereby in a way materially adverse to Seller, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded.

No Pending Action. No action, suit, proceeding or investigation before or in 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contemplated hereby, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded.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. No action, suit, proceeding proceeding, or investigation before any court, administrative agency agency, or other governmental authority shall be pending or threatened wherein an unfavorable judgment, decree decree, or order would prevent or materially affect the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated hereby hereby, or cause such transactions to be rescinded.

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 material transactions contemplated hereby, declare unlawful the transactions contemplated hereby hereby, or cause such transactions to be rescinded.

No Pending Action. No action, suit, proceeding proceeding, or investigation before any court, administrative agency agency, or other governmental authority shall be pending or threatened wherein an unfavorable judgment, decree decree, or order would prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated hereby hereby, or cause such transactions to be rescinded.

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 hereby, or cause such transactions to be rescinded.

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 agreement or any of the transactions contemplated herebydescribed in this Agreement, declare unlawful the transactions contemplated hereby described in this Agreement, or cause such transactions to be rescinded; provided that the Company has received an opinion of legal counsel that the claims made in such action, suit, proceeding or investigation are meritorious and that it is more likely than not that the claimant will prevail.

No Pending Action. No action, suit, action or proceeding or investigation before any court, administrative agency court or other ----------------- governmental authority body 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 by this Agreement or cause such transactions to be rescindedrescinded or affect the right of Buyer to own the Preferred Shares or of DBI to own or use its assets or conduct the Business.

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 herebydescribed in this Agreement, declare unlawful the transactions contemplated hereby described in this Agreement or cause such transactions to be rescinded; provided that Meritage has received an opinion of legal counsel that the claims made in such action, suit, proceeding or investigation are meritorious and that it is more likely than not that the claimant will prevail.

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. 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, or declare unlawful the transactions contemplated hereby or cause such transactions to be rescindedhereby.

No Pending Action. No action, suit, proceeding or investigation before any court, administrative agency or other governmental authority shall be pending or threatened against the Company wherein an unfavorable judgment, decree or order would prevent the carrying out of this Agreement or any of the material transactions contemplated hereby, declare unlawful the transactions contemplated hereby or hereby, cause such transactions to be rescinded, or which would materially affect the right of the Company to own, operate or control the Business or its assets.

No Pending Action. No action, suit, proceeding or investigation before any court, administrative agency or other governmental authority shall be pending or threatened against the Buyers 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. No action, suit, injunctive action or proceeding or investigation before any court, administrative agency court or other governmental authority shall body will 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 by this Agreement or cause such transactions to be rescinded.

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 hereby, cause such transactions to be rescinded, or which might affect the right of Buyer to own, operate or control the Business or the Company or Subsidiaries.

No Pending Action. No action, suit, proceeding or investigation before or in 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 hereby, cause such transactions to be rescinded, or affect the right of Buyer to own, operate or control the Business.

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 to create or order would prevent the carrying out of this Agreement or any of the transactions contemplated herebydescribed in this Agreement, declare unlawful the transactions contemplated hereby described in this Agreement or cause such transactions to be rescinded; provided that Xxxxxxxx or Innkeepers, as applicable, has received an opinion of legal counsel that the claims made in such action, suit, proceeding or investigation are meritorious and that it is more likely than not that the claimant will prevail.

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. No action, suit, proceeding or investigation before or in 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 hereby, cause such transactions to be rescinded, or affect the right of any Purchaser to own, operate or control the Business.

No Pending Action. No action, suit, action or proceeding or investigation before any court, administrative agency court or other ----------------- governmental authority body 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 by this Agreement or cause such transactions to be rescinded.

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 material transactions contemplated hereby, declare unlawful the transactions contemplated hereby or hereby, cause such transactions to be rescinded, or which would materially affect the right of Buyer to own, operate or control the Business or the Purchased Assets.

No Pending Action. No action, suit, action or proceeding or investigation before any court, administrative agency court or other governmental authority shall body will 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 by this Agreement or cause such transactions to be rescinded.

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 herebyhereby in a way materially adverse to the Selling Entities, declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded.

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 hereby, cause such transactions to be rescinded, or which might materially adversely affect the right of Buyer to own, operate, control or benefit from the Business or the Purchased Assets.

No Pending Action. No action, suit, action or proceeding or investigation before any court, administrative agency court or other ----------------- governmental authority body 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 by this Agreement or cause such transactions to be rescindedrescinded or prevent Newco, Xxxxxx or the Xxxxxx Company from operating the Business as currently conducted.

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, hereby or declare unlawful the transactions contemplated hereby or cause such transactions to be rescinded.

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 hereby, cause such transactions to be rescinded, or which might affect the right of Buyer to own, operate, control or benefit from the Stock or the Business.

No Pending Action. No action, suit, proceeding or investigation before or in 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 hereby, cause such transactions to be rescinded, or affect the right of Purchaser to own, operate or control the Business.

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 hereby, cause such transactions to be rescinded, or would affect the right of Buyer to own, operate or control any Facility, the Business or the Purchased Assets.