No Adverse Action or Decision. There shall be no action, suit, investigation or proceeding pending, or to the Company’s knowledge, threatened, against or affecting the Company or any of its properties or rights, or any of its affiliates, associates, officers or directors, before any court, arbitrator, or administrative or governmental body that (i) seeks to restrain, enjoin, prevent the consummation of or otherwise adversely affect the transactions contemplated by this Agreement, or (ii) questions the validity or legality of any such transaction or seeks to recover damages or to obtain other relief in connection with any such transaction.
No Adverse Action or Decision. There shall be ----------------------------- no action, suit, investigation or proceeding pending with, or to the knowledge of HSNi, threatened by, any public or governmental authority, against or affecting the Company or its properties or rights, before any court, arbitrator or administrative or governmental body which (a) seeks to restrain, enjoin or prevent the consummation of the transactions contemplated by this Agreement, or (b) challenges the validity or legality of any transactions contemplated by this Agreement or seeks to recover damages or to obtain other relief in connection with any such transactions.
No Adverse Action or Decision. To the current actual knowledge of the Purchaser, there is no action, suit, investigation or proceeding pending or threatened against or affecting either the Purchaser or the Company or any of their respective properties or rights, or any of their respective affiliates, officers or directors, before any court, arbitrator, administrative or governmental body which (a) seeks to restrain, enjoin or prevent the consummation of the transactions contemplated by this Agreement or (b) questions the validity or legality of any such transaction or seeks to recover damages or to obtain other relief in connection with any such transaction.
No Adverse Action or Decision. There shall be no action, suit, investigation or proceeding pending, or, to the best of the Purchasers' knowledge, threatened against or affecting the Purchasers or the Company or any of their respective properties that (i) seeks to restrain, enjoin, prevent the consummation of or otherwise affect the Closing or the other transactions contemplated by this Agreement, or (ii) questions the validity or legality of any such transactions or seeks to recover damages or to obtain other relief in connection with any such transactions.
No Adverse Action or Decision. To the current actual knowledge of any of the Sellers, there is no action, suit, investigation or proceeding pending or threatened against or affecting any of the Sellers or the Company or any of their respective properties or rights, or any of their respective affiliates, officers or directors, before any court, arbitrator, administrative or governmental body which (a) seeks to restrain, enjoin or prevent the consummation of the transactions contemplated by this Agreement or (b) questions the validity or legality of any such transaction or seeks to recover damages or to obtain other relief in connection with any such transaction; provided, however, that with respect to the representation in this Section 5.5 as to a Seller's current actual knowledge of any action, suit, investigation or proceeding pending or threatened against or affecting the Company, such representation is made severally as to such Seller.
No Adverse Action or Decision. 30 Section 9.04.
No Adverse Action or Decision. There shall be no action, suit, investigation or proceeding pending with, or to the knowledge of the Company threatened against or affecting the Company, any of its Subsidiaries or any of their respective properties or rights, before any court, arbitrator or administrative or governmental body which (a) seeks to restrain, enjoin or prevent the consummation of the issuance, sale and delivery of the Shares to the Purchaser or (b) challenges the validity or legality of the issuance, sale and delivery of the Shares to the Purchaser or seeks to recover damages or to obtain other relief in connection therewith, which in any single case or in the aggregate (i) the Company or the Purchaser shall reasonably determine is reasonably likely to result in a Material Adverse Effect, or (ii) the Purchaser shall reasonably determine is reasonably likely to result in a material impairment to the Purchaser's rights hereunder.
No Adverse Action or Decision. There shall be no legal action, suit, investigation or proceeding pending, or to the actual knowledge of Debtor, threatened, against or affecting Debtor, or any of its properties or rights before any court, arbitrator or administrative or governmental body, which (a) seeks to restrain, enjoin or prevent the consummation of the transactions contemplated by this Agreement, or (h) questions the validity or legality of any such transaction or seeks to recover damages or to obtain other relief in connection with any such transaction.
No Adverse Action or Decision. To the current actual knowledge of the Seller, there is no action, suit, investigation or proceeding pending or threatened against or affecting the Seller or the Company or any of their respective properties or rights, or any of their respective affiliates, officers or directors, before any court, arbitrator, administrative or governmental body which (a) seeks to restrain, enjoin or prevent the consummation of the transaction contemplated by this Agreement or (b) questions the validity or legality of such transaction or seeks to recover damages or to obtain other relief in connection with such transaction.
No Adverse Action or Decision. There shall be no action, suit, investigation or proceeding pending, or to the Seller's actual knowledge, threatened, against or affecting the Seller or the Company or any of their respective properties or rights, or any of their respective affiliates, associates, officers or directors, before any court, arbitrator or administrative or governmental body which (a) seeks to restrain, enjoin, prevent the consummation of or otherwise adversely affect the transaction contemplated by this Agreement or (b) questions the validity or legality of such transaction or seeks to recover damages or to obtain other relief in connection with such transaction.
