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, the Company, the Company Subsidiaries, the Purchaser or the Acquiring 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, is likely to prevent the consummation of such transactions or which would reasonably be expected to have a Material Adverse Effect provided, however, that the provisions of this Section 8.02(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, the Company, the Company Subsidiaries, the Purchaser either Seller or the Acquiring SubsidiariesPurchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, hereby which in the reasonable, good faith determination of the Purchaser, Purchaser is likely to prevent render it difficult or unlawful to consummate the consummation of such transactions or which would reasonably be expected to have a Material Adverse Effect providedcontemplated by this Agreement; PROVIDED, howeverHOWEVER, that the provisions of this Section SECTION 8.02(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 or non-governmental Authority against any of the Seller, the Company, or the Company Subsidiaries, the Purchaser or the Acquiring Subsidiaries, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement hereby which, in the reasonable, good faith determination of the Purchaser, is likely to prevent the consummation of render it impossible or unlawful to consummate such transactions contemplated hereby or which would could reasonably be expected to have a Material Adverse Effect Effect; provided, however, that the provisions of this Section 8.02(b6.02(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, the Company, the Company Subsidiaries, the Purchaser Parent or the Acquiring SubsidiariesPurchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, hereby which in the reasonable, good faith determination of the Purchaser, is likely to prevent render it impossible or unlawful to consummate the consummation of such transactions contemplated by this Agreement or which would reasonably be expected to could have a Material Adverse Effect Effect; provided, however, that the provisions of this Section 8.02(b8.02(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, the Company, the Company Subsidiaries, the Purchaser or the Acquiring SubsidiariesPurchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichAgreement, which in the reasonable, reasonable good faith determination of the Purchaser, Purchaser is likely to prevent the consummation of render it impossible or unlawful to consummate such transactions or which would reasonably be expected to could have a Material Adverse Effect on the transactions contemplated by this Agreement; provided, however, that the provisions of this Section 8.02(b6.02(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 and be continuing by or before any Governmental Authority against any of the Seller, the Company, the Company Subsidiaries, the Purchaser Sellers or the Acquiring SubsidiariesPurchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, hereby which in the reasonable, reasonable good faith determination of the Purchaser, Purchaser is reasonably likely to prevent render it impossible or unlawful to consummate the consummation of such transactions contemplated by this Agreement or which would is reasonably be expected likely to have a Material Adverse Effect Effect; provided, however, that the provisions of this Section 8.02(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, the Company, the Company Subsidiaries, the Purchaser Sellers or the Acquiring SubsidiariesPurchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement hereby which, in the reasonable, good faith determination of the Purchaser, Purchaser is likely to prevent render it impossible or unlawful to consummate the consummation of such transactions contemplated by this Agreement or which would reasonably be expected to could have a Material Adverse Effect providedEffect; PROVIDED, howeverHOWEVER, that the provisions of this Section 8.02(b7.02(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, the Company, the Company Subsidiaries, the Purchaser either Seller or the Acquiring SubsidiariesPurchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, hereby which in the reasonable, good faith determination of the Purchaser, Purchaser is likely to prevent render it impossible or unlawful to consummate the consummation of such transactions or which would reasonably be expected to have a Material Adverse Effect contemplated by this Agreement; provided, however, that the provisions of this Section 8.02(b7.02(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 Entity against any of the Seller, the Company, the Company Subsidiaries, either the Purchaser or the Acquiring SubsidiariesSeller, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement hereby which, in the reasonable, good faith determination of the Purchaser, is likely to prevent render it impossible or unlawful to consummate the consummation of such transactions or which would reasonably be expected to have a Material Adverse Effect contemplated by this Agreement; provided, however, that the provisions of this Section 8.02(b6.2(h) 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, the Company, the Company Subsidiaries, the Purchaser Seller or the Acquiring SubsidiariesPurchaser, 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 prevent the consummation of render it impossible or unlawful to consummate such transactions or which would reasonably be expected to could have a Material Adverse Effect Effect; provided, however, that the provisions of this Section 8.02(b7.02(c) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such each Action.;; 66

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of the Seller, the Company, the Company Subsidiaries, Sellers or the Purchaser or the Acquiring Subsidiaries, seeking which seeks to restrain or materially and adversely alter the transactions contemplated hereby or by the Ancillary Agreements which the Purchaser believes, in its reasonable, good faith determination, is likely to render it impossible or unlawful to consummate the transactions contemplated by this Agreement whichor the Ancillary Agreements, in the reasonable, good faith determination of the Purchaser, is likely to prevent the consummation of such transactions or which would reasonably be expected to have a Material Adverse Effect Effect; provided, however, that the provisions of this Section 8.02(b6.02(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action.;

No Proceeding or Litigation. No Action legal action shall have been commenced or threatened by or before any Governmental Authority against any of the Seller, the CompanyShareholders, the Company Subsidiaries, the Purchaser or the Acquiring SubsidiariesPurchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, hereby which in the reasonable, reasonable good faith determination of the Purchaser, Purchaser is likely to prevent render it impossible or unlawful to consummate the consummation of such transactions contemplated by this Agreement or which would reasonably be expected to could have a Material Adverse Effect providedEffect; PROVIDED, howeverHOWEVER, that the provisions of this Section 8.02(b7.02(b) 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 SellerParent, the Company, the Company Subsidiaries, the Sellers or Purchaser or the Acquiring 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, is likely to prevent the consummation of render it impossible or unlawful to consummate such transactions or which would reasonably be expected to have a Material Adverse Effect could render inadvisable, in the reasonable, good faith determination of Purchaser, the consummation of the transactions contemplated by this Agreement; provided, however, that the provisions of this Section 8.02(b7.1(g) 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 Company, the Company Subsidiaries, the Purchaser or the Acquiring Subsidiaries, 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, reasonable good faith determination of the Purchaser, Buyer is likely to prevent render it impossible or unlawful to consummate the consummation of such transactions Transactions or which would reasonably be expected to could have a Material Adverse Effect provided, however, that on the provisions of this Section 8.02(b) shall not apply if Business or the Purchaser has directly or indirectly solicited or encouraged any such Action.Company;

No Proceeding or Litigation. No Action shall have been commenced or threatened by or before any Governmental Authority against any of the Seller, the Company, the Company Subsidiaries, the Purchaser or the Acquiring SubsidiariesPurchaser, 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 prevent render it impossible or unlawful to consummate the consummation of such transactions contemplated by this Agreement or which would reasonably be expected to could have a Material Adverse Effect Effect; provided, however, that the provisions of this Section 8.02(b6.02(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 and remain pending or shall have been threatened by or before any Governmental Authority against any of either the Seller, the Company, the Company Subsidiaries, the Purchaser Seller or the Acquiring SubsidiariesPurchaser, 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 prevent the consummation of render it impossible or unlawful to consummate such transactions or which would reasonably be expected to have a Material Adverse Effect Effect; provided, however, that the provisions of this Section 8.02(b7.02(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 and remain pending, or shall have been threatened by or before any Governmental Authority against any of either the Seller, the Company, the Company Subsidiaries, the Purchaser Seller or the Acquiring SubsidiariesPurchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the PurchaserSeller, is likely to prevent the consummation of render it impossible or unlawful to consummate such transactions or which would reasonably be expected to have a Material Adverse Effect Effect; provided, however, that the provisions of this Section 8.02(b7.01(b) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action.;