Unfavorable Action or Proceeding Clause Samples

Unfavorable Action or Proceeding. On the Closing Date, no orders, decrees, judgments or injunctions of any court or governmental body shall be in effect, and no claims, actions, suits, proceedings, arbitrations or investigations shall be pending or threatened, which challenge or seek to challenge, or which could reasonably be expected to prevent or cause the rescission of, the consummation of the transactions contemplated in this Agreement.
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Unfavorable Action or Proceeding. On the Closing Date, no Orders of any Governmental Authority shall be in effect that: (i) prevent the consummation of the Sale; (ii) makes the consummation of the Sale illegal; or (iii) require as a condition to the receipt of the consent, authorization or approval by such Governmental Authority, that Purchaser or any of its Affiliates must sell, divest or materially modify any existing line of business or any material portion thereof.
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Unfavorable Action or Proceeding. On the Closing Date no action or proceeding shall be pending or threatened against MICA wherein an unfavorable judgment, decree or order would, in GE's reasonable opinion, prevent or make unfavorable the carrying out of this Agreement, would cause the transactions contemplated by this Agreement to be rescinded, or would have a Material Adverse Effect on MICA. In the event of the receipt of any communication from any Person or any other notice (a copy of which communication or notice shall be promptly delivered to GE) prior to the Closing Date, which communication or notice shall in the reasonable opinion of GE threaten such action or proceeding, GE may cancel this Agreement by giving written notice to MICA and shall thereupon be released from any and all liability related to this Agreement.
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Unfavorable Action or Proceeding. On the Closing Date, no orders, decrees, judgments or injunctions of any court or governmental body shall be in effect, and no claims, actions, suits, proceedings, arbitrations or investigations shall be pending or threatened, which (i) challenge or seek to challenge, or which could prevent or cause the rescission of, the consummation of the transactions contemplated by the Transaction Documents, or (ii) would reasonably be expected to have a material adverse effect on the right of the Purchaser to own and acquire all right, title, and interest in the Shares, or the Seller to own and acquire all right, title, and interest in the Holding Shares, in each case, free of any Liens.
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Related to Unfavorable Action or Proceeding

  • No Action or Proceeding No legal or regulatory action or proceeding shall be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the Purchased Shares contemplated hereby;

  • Legal Actions or Proceedings No legal action or proceeding shall have been instituted or threatened seeking to restrain, prohibit, invalidate or otherwise affect the consummation of the transactions contemplated hereby.

  • No Actions or Proceedings No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, this Agreement, the other Loan Documents or the consummation of the transactions contemplated hereby or thereby or which, in the Agent's sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents.

  • Pending Litigation or Other Proceedings There is no pending or, to the best of the Backup Servicer’s Knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Backup Servicer which, if decided adversely, would materially and adversely affect (i) the condition (financial or otherwise), business or operations of the Backup Servicer, (ii) the ability of the Backup Servicer to perform its obligations under, or the validity or enforceability of this Indenture or any other documents or transactions contemplated under this Indenture, (iii) any property or title of any Obligor to any property or (iv) the Indenture Trustee’s ability to foreclose or otherwise enforce the Liens of the Timeshare Loans.

  • Legal Action If you are dissatisfied with the determination of your claim, and have complied with applicable state and federal law, you are entitled to seek judicial review. This review will take place in an appropriate court of law. Under state law, you may not begin court proceedings prior to the expiration of sixty (60) days after the date you filed your claim. In no event may legal action be taken against us later than three (3) years from the date you were required to file the claim. For members covered by a group (employer sponsored) health plan, your plan may be subject to the Employee Retirement Income Security Act of 1974 (ERISA), as amended. Under federal law, if your plan is subject to ERISA you may have the right to bring legal action under section 502(a) of ERISA after you have exhausted all appeals available under the plan. That means, for both medical and administrative appeals, federal law requires that you pursue a final decision from the plan, prior to filing suit under section 502(a) of ERISA. For a medical appeal, that final decision is the determination of the appeal. You are not required to submit your claim to external review prior to filing a suit under section 502(a) of ERISA. Consult your employer to determine whether this applies to you and what your rights and obligations may be. If you are dissatisfied with the decision on your claim, and have complied with applicable state and federal law, you are entitled to seek judicial review. This review will take place in an appropriate court of law.