Common use of No Adverse Proceedings Clause in Contracts

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Amended and Restated Master Agreement, or any of the shareholders, officers or directors of any of them, or any of the assets of Highwoods wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Amended and Restated Master Agreement, (ii) cause any of the transactions contemplated by this Amended and Restated Master Agreement to be rescinded following consummation or (iii) adversely affect the right of Highwoods to own, operate or control the Properties (and no such judgment, order, decree, stipulation, injunction or charge shall be in effect).

Appears in 2 contracts

Samples: Master Agreement (Highwoods Forsyth L P), Master Agreement (Highwoods Properties Inc)

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No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Amended and Restated Master Agreement, or any of the shareholders, officers or directors of any of them, or any of the assets of Highwoods wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Amended and Restated Master Agreement, (ii) cause any of the transactions contemplated by this Amended and Restated Master Agreement to be rescinded following consummation or (iii) adversely affect the right of Highwoods to own, operate or control the Properties (and no such judgment, order, decree, stipulation, injunction or charge shall be in effect).

Appears in 2 contracts

Samples: Master Agreement (Highwoods Forsyth L P), Master Agreement (Highwoods Properties Inc)

No Adverse Proceedings. No action, suit or proceeding before any court court, tribunal, arbitrator, authority, agency, commission or other instrumentality of the United States or any governmental state, county, city or regulatory authority other political subdivision ("Governmental Authority") shall have been commenced, no investigation by any governmental or regulatory authority Governmental Authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority Governmental Authority shall have been threatened, against any of the parties to this Amended and Restated Master AgreementParties, or any of the shareholders, officers or directors of any of them, or any of the assets of Highwoods in each case which remains unresolved wherein an unfavorable judgment, order, decree, stipulation, ruling, charge or injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Amended and Restated Master Agreement, the NLAG Registration Rights Agreement, the Note Termination Agreement, the Termination Agreement, the Release Agreement, the Jimirro Employment Agreement, the Jimirro Indemnity Agreement and the Voting Agreement (each as defined below), or (ii) cause any of the transactions contemplated by this Amended and Restated Master Agreement such documents to be rescinded following consummation or (iii) adversely affect the right of Highwoods to own, operate or control the Properties (and no such judgment, order, decree, stipulation, ruling, charge or injunction or charge shall be in effect).

Appears in 2 contracts

Samples: Preferred Stock and Warrant Purchase Agreement (Holzer Ronald H), Preferred Stock and Warrant Purchase Agreement (Holzer Ronald H)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Amended and Restated Master Agreement, or any of the shareholders, members, officers or directors of any of them, or any of the assets of Highwoods any of the Anderson Parties, or any of the Xxxxxxxx Partnerships wherein an unfavorable ax xxxxxorable judgment, order, decree, stipulation, injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Amended and Restated Master Agreement, (ii) cause any of the transactions contemplated by this Amended and Restated Master Agreement to be rescinded following consummation consummation, or (iii) adversely affect the right of Highwoods to own, operate or control the Properties Anderson Partnerships (and no such judgmentsxxx xxxgment, order, decree, stipulation, injunction or charge shall be in effect)) or own the assets of API.

Appears in 2 contracts

Samples: Master Agreement (Highwoods Properties Inc), Master Agreement (Highwoods Forsyth L P)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Amended and Restated Master Agreement, or any of the shareholders, officers or directors of any of them, or any of the assets of Highwoods or HPI wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Amended and Restated Master AgreementXxxxxx Xxxxxxxxx, (iixx) cause any of the transactions contemplated by this Amended and Restated Master Agreement to be rescinded following consummation or (iii) adversely affect cause a material adverse effect on the right of Highwoods or HPI to own, operate or control the Properties (and no such judgment, order, decree, stipulation, injunction or charge shall be in effect).

Appears in 1 contract

Samples: Master Agreement of Merger and Acquisition (Highwoods Properties Inc)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Amended and Restated Master Agreement, or any of the shareholders, members, officers or directors of any of them, or any of the assets of Highwoods wherein an unfavorable any of the Anderson Parties, or any of xxx Xxxerson Partnerships wherexx xx xxfavorable judgment, order, decree, stipulation, injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Amended and Restated Master Agreement, (ii) cause any of the transactions contemplated by this Amended and Restated Master Agreement to be rescinded following consummation consummation, or (iii) adversely affect the right of Highwoods to own, operate or control the Properties Anderson Partnerships (and no such xx xxxx judgment, order, decree, stipulation, injunction or charge shall be in effect)) or own the assets of API.

Appears in 1 contract

Samples: Master Agreement (Highwoods Properties Inc)

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No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority shall have been commenced, no investigation by any governmental or regulatory authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority shall have been threatened, against any of the parties to this Amended and Restated Master Agreement, or any of the shareholders, members, officers or directors of any of them, or any of the assets of Highwoods any of the Xxxxxxxx Parties, or any of the Xxxxxxxx Partnerships wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Amended and Restated Master Agreement, (ii) cause any of the transactions contemplated by this Amended and Restated Master Agreement to be rescinded following consummation consummation, or (iii) adversely affect the right of Highwoods to own, operate or control the Properties Xxxxxxxx Partnerships (and no such judgment, order, decree, stipulation, injunction or charge shall be in effect)) or own the assets of API.

Appears in 1 contract

Samples: Master Agreement (Highwoods Forsyth L P)

No Adverse Proceedings. No action, suit or proceeding before any court court, tribunal, arbitrator, authority, agency, commission or other instrumentality of the United States or any governmental state, county, city or regulatory authority other political subdivision ("GOVERNMENTAL AUTHORITY") shall have been commenced, no investigation by any governmental or regulatory authority Governmental Authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority Governmental Authority shall have been threatened, against any of the parties to this Amended and Restated Master AgreementParties, or any of the shareholders, officers or directors of any of them, or any of the assets of Highwoods in each case which remains unresolved wherein an unfavorable judgment, order, decree, stipulation, ruling, charge or injunction or charge would (i) prevent consummation of any of the transactions contemplated by this Amended and Restated Master Agreement, the NLAG Registration Rights Agreement, the Note Termination Agreement, the Termination Agreement, the Release Agreement, the Jimirro Employment Agreement, the Jimirro Indemnity Agreement and the Voting Agreement (each as defined below), or (ii) cause any of the transactions contemplated by this Amended and Restated Master Agreement such documents to be rescinded following consummation or (iii) adversely affect the right of Highwoods to own, operate or control the Properties (and no such judgment, order, decree, stipulation, ruling, charge or injunction or charge shall be in effect).

Appears in 1 contract

Samples: Preferred Stock and Warrant Purchase Agreement (J2 Communications /Ca/)

No Adverse Proceedings. No action, suit or proceeding before any court or any governmental or regulatory authority Governmental Authority shall have been commenced, no investigation by any governmental or regulatory authority Governmental Authority shall have been commenced, and no action, suit or proceeding by any governmental or regulatory authority Governmental Authority shall have been threatened, against any of the parties to this Amended and Restated Master Agreement, Agreement or any of the shareholderstheir Affiliates, officers or directors of any of them, or any of the assets of Highwoods in each case which remains unresolved wherein an unfavorable judgment, order, decree, stipulation, stipulation or injunction or charge would (ia) prevent consummation of any of the transactions contemplated by this Amended and Restated Master Agreement, (iib) cause any of the transactions contemplated by this Amended and Restated Master Agreement to be rescinded following consummation consummation, or (iiic) adversely affect the right of Highwoods Watsco to own, operate operate, or control Xxxxx or ISI or the Properties Shares following Closing (and no such judgment, order, decree, stipulation, injunction injunction, or charge shall be in effect).

Appears in 1 contract

Samples: Stock Purchase Agreement (Watsco Inc)

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