Common use of No Governmental Action Clause in Contracts

No Governmental Action. There shall not have been any action taken, or any law, rule, regulation, order, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by, or in connection with, any of the Transaction Agreements by any federal, state, local, foreign, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the sole judgment of the Sellers in good faith, (a) makes any of the transactions contemplated hereby illegal, (b) results in a delay in the ability of the Sellers or the Purchaser to consummate any of the transactions contemplated hereby, (c) requires the divestiture by the Purchaser of a material portion of the business of either the Purchaser and the Purchaser Subsidiaries taken as a whole, or of Classic, (d) imposes material limitations on the ability of the Purchaser effectively to exercise full rights of ownership with respect to the properties and assets purported to be sold pursuant to this Agreement, or (e) otherwise prohibits, restricts, or delays consummation of any of the transactions contemplated hereby or impairs the contemplated benefits to the Purchaser of any of the transactions contemplated hereby.

No Governmental Action. There shall not have been any action taken, or any law, rule, regulation, order, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by, or in connection with, any of the Transaction Agreements this Agreement by any federal, state, local, foreign, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the sole judgment of the Sellers Purchaser in good faith, (a) makes any of the transactions contemplated hereby by this Agreement illegal, (b) results in a delay in the ability of the Sellers Seller or the Purchaser to consummate any of the transactions contemplated hereby, (c) requires the divestiture by the Purchaser of a material portion of the business of either the Purchaser and the Purchaser Subsidiaries taken as a whole, or of Classic, (d) imposes material limitations on the ability of the Purchaser effectively to exercise full rights of ownership with respect to the properties and assets purported to be sold pursuant to this Agreement, or (e) otherwise prohibits, restricts, or delays consummation of any of the transactions contemplated hereby or impairs the contemplated benefits to the Purchaser of any of the transactions contemplated hereby.

No Governmental Action. There shall not have been any action taken, or any law, rule, regulation, order, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by, or in connection with, any of the Transaction Agreements this Agreement by any federal, state, local, foreign, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the sole judgment of the Sellers in good faithPurchaser, (a) makes any of the transactions contemplated hereby by this Agreement illegal, (b) results in a delay in the ability of the Sellers or the Purchaser to consummate any of the transactions contemplated herebyby this Agreement, (c) requires the divestiture by the Purchaser of a material portion of the business of either the Purchaser and the Purchaser Subsidiaries taken as a whole, or of ClassicSeller, (d) imposes material limitations on the ability of the Purchaser effectively to exercise full rights of ownership with respect to the properties and assets purported to be sold pursuant to this Agreement, or (e) otherwise prohibits, restricts, or delays consummation of any of the transactions contemplated hereby by this Agreement or impairs the contemplated benefits to the Purchaser of any of the transactions contemplated herebyby this Agreement.

No Governmental Action. There shall not have been any action taken, or any law, rule, regulation, order, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by, or in connection with, any of the Transaction Agreements by any federal, state, local, foreign, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which, in the sole judgment of the Sellers in good faithPurchaser, (a) makes any of the transactions contemplated hereby by any Transaction Agreement illegal, (b) results in a delay in the ability of the Sellers or the Purchaser to consummate any of the transactions contemplated herebyby any of the Transaction Agreements, (c) requires the divestiture by the Purchaser of a material portion of the business of either the Purchaser Purchaser, or of Seller and the Purchaser Seller Subsidiaries taken as a whole, or of Classic, (d) imposes material limitations on the ability of the Purchaser effectively to exercise full rights of ownership with respect to the properties and assets purported to be sold pursuant to this Agreement, or (e) otherwise prohibits, restricts, or delays consummation of any of the transactions contemplated hereby by any of the Transaction Agreements or impairs the contemplated benefits to the Purchaser of any of the transactions contemplated herebyby this Agreement.