Common use of No Proceeding or Litigation Clause in Contracts

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any Seller, the Company, or the Buyer, seeking to restrain or materially and adversely alter the transactions contemplated hereby which the Buyer believes, in its reasonable, good faith determination, is likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement or that could have a Material Adverse Effect.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any Seller, either the Company, Company or the Buyer, Investor seeking to restrain or materially and adversely alter the transactions contemplated hereby which the Buyer believesby this Agreement which, in its the reasonable, good faith determinationdetermination of the Company, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that this Section 6.01(c) shall not apply if the transactions contemplated by this Agreement Company has directly or that could have a Material Adverse Effectindirectly solicited or encouraged any such Action.

No Proceeding or Litigation. No Action shall have been --------------------------- commenced or threatened by or before any Governmental Authority against any Seller, either the Company, Company or the Buyer, Purchaser seeking to restrain or materially and adversely alter the transactions contemplated hereby by this Agreement which the Buyer believesdo, in its reasonableor would reasonably be expected to, good faith determination, is likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement or that could have a Material Adverse Effect.such transactions;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any Seller, either the Company, Company or the BuyerPurchaser, seeking to restrain or materially and adversely alter the transactions contemplated hereby which the Buyer believesby this Agreement which, in its the reasonable, good faith determinationdetermination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the sole discretion of the Purchaser, the consummation of the transactions contemplated by this Agreement or that could have a Material Adverse Effect.Agreement;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any the Seller, the Company, CWD or the Buyer, seeking to restrain or materially and adversely alter the transactions contemplated hereby which the Buyer believes, in its reasonable, good faith determination, is likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement or that could have a Material Adverse Effect.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any Seller, either the Company, Company or the Buyer, Investor seeking to restrain or materially and adversely alter the transactions contemplated hereby which the Buyer believesby this Agreement which, in its the reasonable, good faith determinationdetermination of the Investor, is likely to render it impossible or unlawful to consummate the such transactions contemplated by this Agreement or that which could have a Material Adverse Effect.;

No Proceeding or Litigation. No Action shall have been --------------------------- commenced or threatened by or before any Governmental Authority against any Seller, either the Company, Company or the Buyer, Purchaser seeking to restrain or materially and adversely alter the transactions contemplated hereby by this Agreement which the Buyer believesdo, in its reasonableor would reasonably be expected to, good faith determination, is likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement or that could have a Material Adverse Effect.such transactions; and

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any Seller, the Company, Seller or the Buyer, Company seeking to restrain or materially and adversely alter the transactions contemplated hereby or the transactions contemplated in the Joint Venture Agreement which the Buyer believes, in its reasonable, good faith determination, is likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement or that could have a Material Adverse Effect.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any Seller, either the Company, Company or the BuyerInvestor, seeking to restrain or materially and adversely alter the transactions contemplated hereby which the Buyer believesby this Agreement which, in its the reasonable, good faith determinationdetermination of the Investor, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable, in the sole discretion of the Investor, the consummation of the transactions contemplated by this Agreement or that could have a Material Adverse Effect.Agreement;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any Seller, either the Company, or the BuyerCompany and its Affiliates, seeking to restrain or materially and adversely alter the transactions contemplated hereby by this Agreement which the Buyer believes, in its reasonable, good faith determination, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect or otherwise render inadvisable the consummation of the transactions contemplated by this Agreement or that could have a Material Adverse Effect.Agreement;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any Seller, either the Company, the Principal Stockholders or the BuyerParent, seeking to restrain or materially and adversely alter the transactions contemplated hereby which the Buyer believesby this Agreement which, in its the reasonable, good faith determinationdetermination of the Company or the Principal Stockholders, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the transactions contemplated by provisions of this Agreement Section 8.01(b) shall not apply if the Company or that could the Principal Stockholders have a Material Adverse Effect.directly or indirectly solicited or encouraged any such Action;