No Governmental Entity Clause Samples
The "No Governmental Entity" clause establishes that neither party to the agreement is acting as, or on behalf of, a government agency or authority. In practice, this means that the parties confirm they are private entities and that the agreement is not subject to special rules or restrictions that might apply to governmental bodies, such as public procurement laws or additional disclosure requirements. This clause helps ensure that the contract is governed solely by the agreed terms and standard commercial law, reducing the risk of unexpected regulatory complications or obligations.
No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or writ, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) (collectively, an "Order") that is then in effect and restrains, enjoins or otherwise prohibits consummation of the Merger, and no Governmental Entity shall have instituted any Proceeding which continues to be pending seeking any such Order.
No Governmental Entity or court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, executive order, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) which is then in effect and has the effect of making the Merger illegal.
No Governmental Entity or arbitrator shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunction or arbitration award or finding or other order (whether temporary, preliminary or permanent), in any case which is in effect and which restricts, prevents or prohibits consummation of the Merger or any other transactions contemplated in this Agreement.
No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law, rule, injunction, judgment, order, decree, ruling or charge (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or challenges the validity or legality of the Share Purchase or the other transactions contemplated by this Agreement (each, a "Governmental Prohibition"), and no Person shall have instituted any action, suit or proceeding (i) relating to this Agreement or any of the Other Documents, or any of the transactions contemplated hereby or thereby, (ii) seeking a Governmental Prohibition or (iii) that would have a Material Adverse Effect.
No Governmental Entity of competent jurisdiction shall ---------- have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or challenges the validity or legality of the sale of the Transferred Assets or the Shares or the other transactions contemplated by this Agreement or seeks material damages with respect thereto (each, a "Governmental Prohibition"), and no Governmental ------------------------ Entity or any other Person shall have instituted any Action or threatened in writing to institute any Action seeking any Governmental Prohibition.
No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Governmental Prohibition, and no Person shall have instituted any action, suit or proceeding seeking any Governmental Prohibition.
No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any notice, order, executive order, stay, decree, judgment, advisory opinion or injunction (preliminary or permanent) or statute, rule or regulation which has the effect of either (i) making illegal or otherwise prohibiting consummation of the transactions contemplated by this Agreement or (ii) to the effect that BPFH LLC and/or BPFH are to be treated as “under common control” with Westfield LP for purposes of Section 414(c) of the Code determined by substituting “50%” for “80%” for purposes of determining all ownership thresholds under the applicable Treasury Regulations after giving effect to the transactions contemplated by this Agreement.