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 Company or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Shareholders and the Company shall each have delivered to the Parent and Merger Sub a certificate to that effect.

Legal Actions or Proceedings. No legal action or proceeding ---------------------------- shall have been instituted after the date hereof against the Company or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Shareholders Shareholder and the Company shall each have delivered to the Parent and Merger Sub a certificate to that effect.

Legal Actions or Proceedings. No legal action or proceeding ---------------------------- shall have been instituted after the date hereof against the Company or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Shareholders and the Company shall each have delivered to the Parent and Merger Sub a certificate to that effect.

Legal Actions or Proceedings. No legal action or proceeding ---------------------------- shall have been instituted after the date hereof against the Company or the Shareholders or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Shareholders Parent and the Company Merger Sub shall each have delivered to the Parent and Merger Sub Shareholders a certificate to that effecteffect as such circumstance relates solely to the Parent and Merger Sub.

Legal Actions or Proceedings. No legal action or proceeding ---------------------------- shall have been instituted after the date hereof against the Company or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Shareholders Parent and the Company Merger Sub shall each have delivered to the Parent Shareholders and Merger Sub the Company a certificate to that effectthe effect none of the foregoing shall have occurred with respect to it.

Legal Actions or Proceedings. No Except as set forth in the certificate to be delivered at Closing, no legal action or proceeding ---------------------------- shall have been instituted after the date hereof against the Company or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Shareholders and the Company shall each have delivered to the Parent and Merger Sub a certificate to that effecteffect and listing any exception thereto.

Legal Actions or Proceedings. No legal action or proceeding ---------------------------- shall have been instituted after the date hereof against Shareholder or the Company Company, or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i1) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii2) to have a material adverse effect on the Company Material Adverse Effect or (iii3) to have a material adverse effect on the results of operations or financial condition of Parent Material Adverse Effect and its subsidiaries, taken as a whole, after giving effect to the consummation of the transactions contemplated by this Agreement, ; and the Shareholders Shareholder and the Company shall each have delivered to the Parent and Merger Sub a certificate to that effect.

Legal Actions or Proceedings. No legal action or proceeding ---------------------------- shall have been instituted after the date hereof against the Company or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Shareholders and the Company shall each have delivered to the Parent and Merger Sub a certificate to that effectthe effect none of the foregoing shall have occurred with respect to it.

Legal Actions or Proceedings. No legal action or proceeding ---------------------------- shall have been instituted after the date hereof against the Company or the Shareholders or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Shareholders and the Company shall each have delivered to the Parent and Merger Sub a certificate to that effecteffect as such circumstance relates solely to the Company and the Shareholders.

Legal Actions or Proceedings. No legal action or proceeding ---------------------------- shall have been instituted after the date hereof against the Company or any of the Shareholders, or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Shareholders and the Company shall each have delivered to the Parent and Merger Sub a certificate to that effecteffect as such legal actions or proceedings relate to the Company and the Shareholders.

Legal Actions or Proceedings. No legal action or proceeding ---------------------------- shall have been instituted after the date hereof against the Company or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Shareholders and the Company shall each have delivered to the Parent and Merger Sub a certificate to that effectthe effect none of the foregoing shall have occurred with respect to it.

Legal Actions or Proceedings. No legal action or proceeding ---------------------------- shall have been instituted after the date hereof against the Company or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Principal Shareholders and the Company shall each have delivered to the Parent and Merger Sub a certificate to that effect.

Legal Actions or Proceedings. No legal action or proceeding ---------------------------- shall have been instituted after the date hereof against the Company Company, or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i1) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii2) to have a material adverse effect on the Company Material Adverse Effect or (iii3) to have a material adverse effect on the results of operations or financial condition of the Parent Material Adverse Effect and its subsidiaries, taken as a whole, after giving effect to the consummation of the transactions contemplated by this Agreement, ; and the Shareholders Shareholder and the Company shall each have delivered to the Parent and the Merger Sub a certificate to that effect.

Legal Actions or Proceedings. No legal action or proceeding ---------------------------- shall have been instituted after the date hereof against the Company or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions -11- contemplated by this Agreement, and the Shareholders Shareholder and the Company shall each have delivered to the Parent and Merger Sub a certificate to that effect.

Legal Actions or Proceedings. No legal action or proceeding ---------------------------- shall have been instituted after the date hereof against the Company or Commercial Air or against the Parent or Merger Sub arising by reason of the acquisition of the Company pursuant to this Agreement, which is reasonably likely (i) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement, (ii) to have a Company Material Adverse Effect or (iii) to have a Parent Material Adverse Effect after giving effect to the consummation of the transactions contemplated by this Agreement, and the Shareholders and Shareholders, the Company and Commercial Air shall each have delivered to the Parent and Merger Sub a certificate to that effectthe effect none of the foregoing shall have occurred with respect to it.