Governmental Proceedings. No action or proceeding before any court or other governmental body shall be instituted which prohibits or invalidate the transaction, or threatens to prohibit or invalidate the transaction, or which may affect the right of the Shareholders to own the Company Shares or to operate or control Thermal Tennis or the Surviving Company after the Closing Date.
Governmental Proceedings. There is no governmental action or governmental proceeding (zoning or otherwise) or governmental investigation pending or, to Transferor's knowledge, threatened against or relating to the Property or the transactions contemplated by this Agreement.
Governmental Proceedings. There are no outstanding orders, judgments or decrees of any court, governmental agency or other tribunal, domestic or foreign, naming the Company and enjoining the Company from taking, or requiring the Company to take, any action, or to which the Company, its properties or business is bound or subject.
Governmental Proceedings. No Governmental Body shall have commenced any Proceeding (i) involving any material challenge to, or seeking material damages or other material relief in connection with, any of the Transactions or the transactions contemplated by the Newport Fab Contribution Agreement, or (ii) that may have the effect of preventing, delaying, making illegal or otherwise interfering with any of the Transactions.
Governmental Proceedings. ET has neither received written notice of nor has any knowledge of any governmental action or governmental proceeding (zoning or otherwise) or governmental investigation pending or threatened against or relating to the Property or the transactions contemplated by this Agreement. ET is not obligated to any city, county or state authority or entity under any agreements or performance bonds or letters of credit relating to the Property, or any part thereof.
Governmental Proceedings. Except as described in each of the Time of Sale Information and the Offering Memorandum, there are no legal or governmental proceedings pending to which any of the Partnership Entities is a party or of which any property or assets of the Partnership Entities is subject that could, in the aggregate, reasonably be expected to have a Material Adverse Effect or could, in the aggregate, reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of the Transactions contemplated hereby or thereby; and to the Issuers’ and each Guarantor’s knowledge, no such proceedings are threatened by governmental authorities or others.
Governmental Proceedings. There shall not be pending or threatened any suit, action or proceeding brought by any Governmental Entity, and there shall be no Legal Restraint that has the effect of, (i) challenging the Merger, seeking to restrain or prohibit the consummation of the Transactions or seeking to obtain from the Company, Parent or Merger Sub any damages that are material in relation to the Company, (ii) seeking to prohibit or limit the ownership or operation by the Company or Parent and its Subsidiaries of any material portion of the business or assets of the Company, or Parent and its Subsidiaries, taken as a whole, or to compel the Company or Parent and its Subsidiaries to dispose of or hold separate any material portion of the business or assets of the Company, or Parent and its Subsidiaries, taken as a whole, as a result of the Transactions, (iii) seeking to prohibit Parent or any of its Subsidiaries from effectively controlling or operating in any material respect the business or operations of the Company or (iv) imposing material limitations on the ability of Parent or any of its Affiliates to acquire or hold, or exercise full rights of ownership of, any shares of Company Common Stock (or shares of common stock of the Surviving Corporation), including the right to vote the Company Common Stock (or shares of common stock of the Surviving Corporation) on all matters properly presented to the stockholders of the Company, except, in each case, where any such suits, actions, proceedings or Legal Restraints would not reasonably be expected to result, individually or in the aggregate, in a Parent Material Adverse Effect upon consummation of the Transactions; and
Governmental Proceedings. UNI, at Bank’s expense, shall reasonably cooperate with Bank with respect to any proceedings before any court, board or other Governmental Authority related to this Agreement and any of the rights hereunder (“Proceedings”), including any Loan and, in connection therewith, permit Bank, at its election, to participate in any such Proceedings, provided that to the extent such Proceedings arise from the act or omissions of UNI and would be subject to indemnification pursuant to Section 10.1(a), then UNI shall reimburse Bank for any expense in connection therewith.
Governmental Proceedings. No injunction exists or proceeding has been commenced that is reasonably likely to prevent, delay, make illegal, or otherwise interfere with, the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded.
Governmental Proceedings. To Seller's knowledge, Seller has received no written notice from any governmental authority having jurisdiction over the Property that the Property is presently subject to any condemnation, assessment or similar proceeding or charge, or is in violation of any applicable law or ordinance which remains uncured. To Seller's knowledge, no condemnation, assessment or similar proceeding or charge is currently threatened.
