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 of the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions or which would have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 either of the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-good faith determination of the PurchaserPurchaser (upon the advice of counsel), is likely expected to render it impossible or unlawful to consummate such transactions or which would have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Actiontransactions;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of the Seller or the PurchaserBuyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, in the reasonable, good-faith determination of the Purchaser, which is reasonably likely to restrain, prevent or render it impossible or unlawful to consummate the consummation of such transactions or which would have to result in a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;and

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-faith determination sole and absolute discretion of the Purchaser, is likely to render it impossible or unlawful impractical to consummate such transactions or which would could have a Material Adverse Effect; providedEffect or otherwise render inadvisable, howeverin the reasonable discretion of the Purchaser, that the provisions consummation of the transactions contemplated by this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such ActionAgreement;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of the Seller Seller, the Parent or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, hereby which in the reasonable, good-good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such the transactions contemplated by this Agreement or which would could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c8.02(c) shall not apply if the Purchaser has directly or indirectly 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 of either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-faith determination of the Purchaser, which is likely to render it impossible or unlawful to consummate such transactions or which would could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action action or proceeding shall have been commenced or threatened by or before any Governmental Authority court or governmental authority against Seller or Purchaser or any of the Seller or the Purchaser, their Subsidiaries seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, which in the reasonable, good-reasonable good faith determination of the PurchaserSeller, is likely to render it impossible commercially impracticable or unlawful to consummate such the transactions contemplated by this Agreement or which would could reasonably be expected to have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;Effect on Seller.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions or which would could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 of the Seller or the PurchaserBuyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement Transactions which, in the reasonable, good-reasonable good faith determination of the PurchaserSellers, is likely to render it impossible or unlawful to consummate such transactions or which would have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such ActionTransactions;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of the Seller or the PurchaserSeller, seeking to restrain or materially and adversely alter the transactions Transaction contemplated by this Agreement which, in the reasonable, good-good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions Transaction or which would could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 of either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions or which would could have a Material Adverse Effect; providedEffect or otherwise render inadvisable, howeverin the sole discretion of the Purchaser, that the provisions consummation of the transactions contemplated by this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such ActionAgreement;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority Entity of competent jurisdiction against any of either the Seller Sellers, the Buyer, the Company or the Purchaser, its Subsidiaries seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-faith determination of the Purchaser, hereby which is likely to render it impossible or unlawful to consummate such transactions or which would have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 7.02(c9.2(a) shall not apply if the Purchaser Buyer has directly or indirectly 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 of either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-faith determination of the Purchaser, hereby which is likely to render it impossible or unlawful to consummate such the transactions contemplated by this Agreement or which would have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;this

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of the either Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, hereby which in the reasonable, good-good faith determination of the Purchaser, Purchaser is likely to render it impossible or unlawful to consummate such the transactions or which would have a Material Adverse Effectcontemplated by this Agreement; provided, however, that the provisions of this Section 7.02(c7.02(b) shall not apply if the Purchaser has directly or indirectly 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 of either the Seller Sellers or the Purchaser, Purchaser seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, in the reasonable, good-faith determination of the Purchaser, which is reasonably likely to render it impossible or unlawful to consummate such transactions or which would is reasonably likely to have a Purchaser Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 of the Seller Seller, Renown, USP or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-good faith determination of the PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which would reasonably be expected to have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 either any of the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions or which would could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 of either the Seller Sellers or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions or which would could have a Material Adverse Effect; providedEffect or otherwise render inadvisable, howeverin the sole discretion of the Purchaser, that the provisions consummation of the transactions contemplated by this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such ActionAgreement;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of the Seller Seller, the Company or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the reasonable, good-faith determination of the Purchaserits sole and absolute discretion, is likely to render it impossible or unlawful to consummate such the transactions contemplated by this Agreement or which would could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 of either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-faith determination of the Purchaser, which is likely to render it impossible or unlawful to consummate such transactions or which would could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c8.02(c) shall not apply if the Purchaser has directly or indirectly 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 of the Seller Sellers or the PurchaserCompany, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichTransactions or that may have the effect of preventing, delaying, making illegal or interfering with the intended Transactions which in the reasonable, good-reasonable good faith determination of the Purchaser, Buyer is likely to render it impossible or unlawful to consummate such transactions the Transactions or which would could have a Material Adverse Effect; provided, however, that Effect on the provisions of this Section 7.02(c) shall not apply if Business or the Purchaser has directly or indirectly solicited or encouraged any such ActionCompany;

No Proceeding or Litigation. No Action Proceeding shall have been commenced or threatened by or before any Governmental Authority against any of the Seller or the PurchaserBuyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-good faith determination of the PurchaserBuyer, is likely to render it impossible or unlawful to consummate such transactions or which would could have a Material Adverse Effect; providedEffect or otherwise render inadvisable, howeverin the sole discretion of Buyer, that the provisions consummation of the transactions contemplated by this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;Agreement.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against the Seller, any member of the Seller Target Group or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-faith determination of the Purchaser, is likely to which would render it impossible or unlawful to consummate such transactions or which would could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 of either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions or which would have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 of the Seller Sellers, the Company or the Purchaser, seeking Purchaser which seeks to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the reasonable, good-its reasonable good faith determination of the Purchaserdetermination, is likely to render it impossible or unlawful to consummate such the transactions contemplated by this Agreement or the Ancillary Agreements, or which would reasonably be expected to have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 of the Seller Seller, the Purchaser or the PurchaserCompany, seeking to restrain or materially and adversely alter the transactions transaction contemplated by this Agreement which, in the reasonable, good-good faith determination of the Purchaser, (i) is likely to render it impossible or unlawful to consummate such transaction, or (ii) is likely to cause any of the transactions or which would have a Material Adverse Effect; provided, however, that the provisions of contemplated by this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;Agreement to be rescinded following Closing.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of the Seller or the PurchaserAcquisition Co., seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, in the reasonable, good-faith determination of the Purchaser, which is reasonably likely to restrain, prevent or render it impossible or unlawful to consummate the consummation of such transactions or which would have to result in a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;and (d)

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions Transaction contemplated by this Agreement which, in the reasonable, good-good faith determination of the PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions Transaction or which would could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 of the Seller Seller, the Company or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the reasonable, good-faith determination of the Purchaserits reasonable discretion, is likely to render it impossible or unlawful to consummate such the transactions contemplated by this Agreement or which would could have a Material Adverse Effect; providedEffect or otherwise render inadvisable, howeverin the Purchaser's reasonable discretion, that the provisions consummation of the transactions contemplated by this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;Agreement.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, in the reasonable, good-faith determination of the Purchaser, which is reasonably likely to restrain, prevent, or render it impossible or unlawful to consummate the consummation of such transactions or which would have to result in a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;and

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of the either Seller or the PurchaserBuyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-good faith determination of the PurchaserBuyer, is likely to render it impossible or unlawful to consummate such transactions or which would could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 of either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in hereby which the reasonable, good-faith determination of the Purchaser, Purchaser reasonably believes is likely to render it impossible or unlawful to consummate such the transactions or which would have a Material Adverse Effectcontemplated by this Agreement; provided, however, that the provisions of this Section 7.02(c5.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action action or proceeding shall have been commenced or threatened by or before any Governmental Authority against Seller or Purchaser or any of the Seller or the Purchaser, their Subsidiaries seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-reasonable good faith determination of the Purchaser, is likely to render it impossible commercially impracticable or unlawful to consummate such the transactions contemplated by this Agreement or which would could reasonably be expected to have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;Effect on Purchaser.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of the Seller or the Purchaserparty hereto, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-good faith determination of the such Purchaser, is likely to render it impossible or unlawful to consummate such transactions or which would could have a Material Adverse Effect; providedEffect or otherwise render inadvisable, howeverin the sole discretion of such Purchaser, that the provisions consummation of the transactions contemplated by this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such ActionAgreement;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions or which would have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 7.02(c8.02(c) shall not apply if the Purchaser has directly or indirectly 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 of the Seller Seller, Renown, USP or the Purchaser, seeking Purchaser which seeks to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the reasonable, good-its reasonable good faith determination of the Purchaserdetermination, is likely to render it impossible or unlawful to consummate such the transactions contemplated by this Agreement or the Ancillary Agreements, or which would reasonably be expected to have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 of the Seller or the PurchaserAcquisition Co., seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, in the reasonable, good-faith determination of the Purchaser, which is reasonably likely to restrain, prevent or render it impossible or unlawful to consummate the consummation of such transactions or which would have to result in a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;and

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of the Seller or the Purchaser, Buyer seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-faith determination of the Purchaser, hereby or which is likely to render it impossible or unlawful to consummate such the transactions or which would have a Material Adverse Effect; provided, however, that the provisions of contemplated by this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such ActionAgreement;

No Proceeding or Litigation. (i) No Action action shall have been commenced by any governmental authority against Sellers or threatened by or before any Governmental Authority against any of the Seller or the Purchaser, Purchaser seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement hereby and (ii) no injunction or order of any governmental authority or law shall be in effect, which, in the reasonable, good-faith determination case of the Purchasereach of (i) and (ii), is likely to render it impossible or unlawful to consummate such the transactions or which would have a Material Adverse Effect; provided, however, that the provisions of contemplated by this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;Agreement.

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions or which would could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 of either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-good faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions or which would could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such each Action;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of either the Seller Sellers or the Purchaser, Purchaser seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, in the reasonable, good-faith determination of the Purchaser, which is reasonably likely to render it impossible or unlawful to consummate such transactions or which would is reasonably likely to have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 of the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-faith determination of the Purchaser, hereby or which is likely to render it impossible or unlawful to consummate such the transactions or which would have a Material Adverse Effect; provided, however, that the provisions of contemplated by this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such ActionAgreement;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of the Seller Sellers, the Company or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good-good faith determination of the PurchaserSellers, is are likely to render it impossible or unlawful to consummate such transactions or which would reasonably be expected to have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c) shall not apply if the Purchaser has directly or indirectly 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 of the either Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby, which in the reasonable, good-good faith determination of the Purchaser, Purchaser is likely to render it impossible or unlawful to consummate such the transactions or which would have a Material Adverse Effectcontemplated by this Agreement; provided, however, that the provisions of this Section 7.02(c6.02(b) shall not apply if the Purchaser has directly or indirectly 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 of the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the reasonable, good-faith determination of the Purchaserits sole and absolute discretion, is likely to render it impossible or unlawful to consummate such the transactions contemplated by this Agreement or which would could have a Material Adverse Effect; provided, however, that the provisions of this Section 7.02(c6.02(b) shall not apply if the Purchaser has directly or indirectly 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 of either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichhereby which the Purchaser believes, in the reasonable, good-faith determination of the Purchaserits sole and absolute discretion, is likely to render it impossible or unlawful to consummate such the transactions contemplated by this Agreement or which would could have a Seller Material Adverse Effect; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 7.02(cSECTION 7.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;