Common use of No Adverse Proceedings Clause in Contracts

No Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or Governmental Entity shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Alon USA Energy, Inc.), Asset Purchase Agreement (Cpi Corp), Warrant Agreement (Fw Integrated Orthopaedics Investors Lp)

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No Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other Governmental Entity shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Alon USA Energy, Inc.), Agreement and Plan of Merger (Alon USA Energy, Inc.), Securities Purchase Agreement (Integrated Orthopedics Inc)

No Adverse Proceedings. No suit, action, claim claim, or governmental proceeding shall be pending against, and no order, decree decree, or judgment of any court, agency agency, or other Governmental Entity shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Dynamic Materials Corp), Asset Purchase Agreement (MTM Technologies, Inc.), Asset Purchase Agreement (Nl Industries Inc)

No Adverse Proceedings. No suit, action, claim claim, or governmental proceeding shall be pending against, and no order, decree decree, or judgment of any court, agency agency, or Governmental Entity shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 4 contracts

Samples: Asset Purchase Agreement (MTM Technologies, Inc.), Asset Purchase Agreement (Nl Industries Inc), Stock Purchase Agreement (MTM Technologies, Inc.)

No Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or Governmental Entity other governmental authority shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

No Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or Governmental Entity governmental entity shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Proxim Corp), Asset Purchase Agreement (Proxim Corp), Asset Purchase Agreement (Ydi Wireless Inc)

No Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other Governmental Entity shall have been rendered against, any party hereto hereto, which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 1 contract

Samples: Stock Purchase Agreement (STC Broadcasting Inc)

No Adverse Proceedings. No suit, action, claim claim, or governmental proceeding shall be pending against, and no order, decree decree, or judgment of any court, agency or other Governmental Entity Authority shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dynamic Materials Corp)

No Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or other Governmental Entity shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 1 contract

Samples: Securities Purchase Agreement (Capital Z Financial Services Fund Ii Lp)

No Adverse Proceedings. No That no suit, action, claim claim, or governmental proceeding shall be is pending against, and no order, decree decree, or judgment of any court, agency agency, or other Governmental Entity shall have has been rendered against, any party hereto which that would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 1 contract

Samples: Asset Purchase Agreement (TRX Inc/Ga)

No Adverse Proceedings. No suit, action, claim claim, or governmental proceeding shall be pending against, and no order, decree decree, or judgment of any court, agency or other Governmental Entity shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dynamic Materials Corp)

No Adverse Proceedings. No suit, action, claim or governmental ---------------------- proceeding shall be pending against, and no order, decree or judgment of any court, agency or Governmental Entity shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nm Licensing LLC)

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No Adverse Proceedings. No That no suit, action, claim claim, or governmental proceeding shall be is pending against, and no order, decree decree, or judgment of any court, agency agency, or Governmental Entity shall have has been rendered against, any party hereto which that would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 1 contract

Samples: Asset Purchase Agreement (TRX Inc/Ga)

No Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no temporary restraining order, preliminary or permanent injunction, or other order, decree or judgment of any court, agency or other Governmental Entity or other legal restraint or prohibition shall have been rendered against, be in effect against any party hereto Party which would prohibit or render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 1 contract

Samples: Stock Purchase and Merger Agreement (Chancellor Media Corp of Los Angeles)

No Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or Governmental Entity shall have been rendered against, any party hereto which that would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 1 contract

Samples: Stock Purchase Agreement (STC Broadcasting Inc)

No Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or Governmental Entity shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its termsterms (including the Target Acquisition).

Appears in 1 contract

Samples: Securities Purchase Agreement (Cooperative Computing Inc)

No Adverse Proceedings. No suit, action, claim or governmental ---------------------- proceeding shall be pending against, and no order, decree or judgment of any court, agency or other Governmental Entity shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nm Licensing LLC)

No Adverse Proceedings. No suit, action, claim or governmental proceeding shall be pending against, and no order, decree or judgment of any court, agency or Governmental Entity shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 1 contract

Samples: Securities Purchase Agreement (Capital Z Financial Services Fund Ii Lp)

No Adverse Proceedings. No suit, action, claim claim, or governmental proceeding shall be pending against, and no order, decree decree, or judgment of any court, agency agency, or other Governmental Entity Authority shall have been rendered against, any party hereto which would render it unlawful, as of the Closing Date, to effect the transactions contemplated by this Agreement in accordance with its terms.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dynamic Materials Corp)

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