Common use of Legal Actions or Proceedings Clause in Contracts

Legal Actions or Proceedings. No legal action or proceeding shall have been instituted after the date hereof against the Buyer, or against the Shareholders or the Company, arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (1) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (2) to have a material adverse effect on the Company or (3) to have a material adverse effect on the results of operations or financial condition of Buyer and its subsidiaries, taken as a whole, after giving effect to the consummation of the transactions contemplated by this Agreement.

Legal Actions or Proceedings. No legal action or proceeding shall have been instituted after the date hereof against the Buyer, or against the Shareholders or the Company, or against Buyer, arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (1i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (2ii) to have a material adverse effect on the Company or (3iii) to have a material adverse effect on the results of operations or financial condition of Buyer and its subsidiaries, taken as a whole, after giving effect to the consummation of the transactions contemplated by this Agreement.

Legal Actions or Proceedings. No legal action or proceeding shall have been instituted after the date hereof against the Buyer, Company or against the Shareholders or the Company, arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (1i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (2ii) to have a material adverse effect on the Company Material Adverse Effect or (3iii) to have a material adverse effect on the results of operations or financial condition of Buyer and its subsidiaries, taken as a whole, Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Shareholders shall each have delivered to the Parent a certificate to that effect.

Legal Actions or Proceedings. No legal action or proceeding shall have been instituted after the date hereof against the BuyerParent, or against the Shareholders or the Company, arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (1) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (2) to have a material adverse effect on the Company or (3) to have a material adverse effect on the results of operations or financial condition of Buyer Parent and its subsidiaries, taken as a whole, after giving effect to the consummation of the transactions contemplated by this AgreementAgreement and the Other Acquisition Agreements.

Legal Actions or Proceedings. No legal action or proceeding shall have been instituted after the date hereof against the Buyer, Company or against the Shareholders or the Company, arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (1i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (2ii) to have a material adverse effect on the Company Material Adverse Effect or (3iii) to have a material adverse effect on the results of operations or financial condition of Buyer and its subsidiaries, taken as a whole, Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement.

Legal Actions or Proceedings. No legal action or proceeding shall have been instituted after the date hereof against the Buyer, or against the Shareholders or the Company, or against Parent, arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (1) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (2) to have a material adverse effect on the Company or (3) to have a material adverse effect on the results of operations or financial condition of Buyer Parent and its subsidiaries, taken as a whole, after giving effect to the consummation of the transactions contemplated by this AgreementAgreement and the Other Acquisition Agreements.

Legal Actions or Proceedings. No legal action or proceeding Proceeding shall have been instituted after the date hereof against the Buyer, Sellers or against the Shareholders or the CompanyPurchaser, arising by reason of the acquisition of the Company Membership Interests pursuant to this Agreement, which is reasonably likely (1i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this AgreementContemplated Transactions, (2ii) to have a material adverse effect on the Company Material Adverse Effect or (3iii) to have a material adverse effect on the results of the operations or financial condition of Buyer Purchaser and its subsidiariesAffiliates, taken as a whole, after giving effect to the consummation of the transactions contemplated by this AgreementContemplated Transactions.

Legal Actions or Proceedings. No legal action or proceeding shall have been instituted after the date hereof against the BuyerMembers, the Company, the Subsidiary or against the Shareholders or the CompanyBuyer, arising by reason of the acquisition of the Company or the Subsidiary pursuant to this Agreement, which is reasonably likely (1i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (2ii) to have a material adverse effect on the Company or the Subsidiary or (3iii) to have a material adverse effect on the results of operations or financial condition of Buyer and its subsidiaries, taken as a whole, after giving effect to the consummation of the transactions contemplated by this Agreement.

Legal Actions or Proceedings. No legal action or proceeding shall have been instituted after the date hereof against Sellers or any of the BuyerCompanies, or against the Shareholders or the Company, Buyer arising by reason of the acquisition of the Company Companies pursuant to this Agreement, which is reasonably likely (1) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (2) to have a material adverse effect on the Company Companies or (3) to have a material adverse effect on the results of operations or financial condition of Buyer and its subsidiaries, taken as a whole, after giving effect to the consummation of the transactions contemplated by this Agreement; and Sellers and the Companies shall each have delivered to Buyer a certificate to their knowledge to that effect.

Legal Actions or Proceedings. No legal action or proceeding shall have been instituted after the date hereof against the Buyer, Company or any Member or against the Shareholders or the Company, Purchaser arising by reason of the acquisition Exchange or any of the Company pursuant to transactions contemplated by this Agreement, which is reasonably likely (1i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (2ii) to have a material adverse effect on the Company Material Adverse Effect or (3iii) to have a material adverse effect on the results of operations or financial condition of Buyer and its subsidiaries, taken as a whole, Purchaser Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Members and the Company shall each have delivered to the Purchaser a certificate to that effect.

Legal Actions or Proceedings. No legal action or proceeding shall have been instituted after the date hereof against the Buyer, or against the Shareholders Members or the Company, or the Subsidiary arising by reason of the acquisition of the Company or the Subsidiary pursuant to this Agreement, which is reasonably likely (1) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (2) to have a material adverse effect on the Company or the Subsidiary or (3) to have a material adverse effect on the results of operations or financial condition of Buyer and its subsidiaries, taken as a whole, after giving effect to the consummation of the transactions contemplated by this Agreement.