Common use of No Legal Proceedings or Threats Clause in Contracts

No Legal Proceedings or Threats. There shall be no legal action, suit, claim or proceeding of any kind or nature pending before any Governmental Authority (whether brought by a Governmental Authority or any other Person) or overtly threatened by any Governmental Authority or any other Person against Purchaser, the Company, the Selling Members, or any of their respective properties or any of their respective managers or officers (in their capacities as such) that (i) arises out of, or is in any way connected with, this Agreement, the Membership Interest Purchase or any other transaction contemplated hereby, (ii) seeks to prohibit the consummation of the Membership Interest Purchase or any other transaction contemplated hereby, (iii) seeks to impose limitations on the ability of Purchaser to consummate the Membership Interest Purchase and the other transactions contemplated by this Agreement, (iv) seeks to prohibit or impose any limitations on the ownership or operation by Purchaser of all or any portion of the businesses or assets of Purchaser, the Company or any of their respective affiliates, or to compel Purchaser, the Selling Members or the Company to dispose of or hold separate any portion of the businesses or assets of Purchaser, the Company or any of their respective affiliates or (v) seeks to impose limitations on the ability of Purchaser effectively to exercise full rights of ownership of all Company Interests.

No Legal Proceedings or Threats. There shall be no legal action, suit, claim or proceeding of any kind or nature pending before any Governmental Authority (whether brought by a Governmental Authority or any other Person) or overtly threatened by any Governmental Authority or any other Person against Purchaser, the either Company, the Selling MembersStockholders, or any of their respective properties or any of their respective managers directors or officers (in their capacities as such) that (i) arises out of, or is in any way connected with, this Agreement, the Membership Interest Stock Purchase or any other transaction contemplated hereby, (ii) seeks to prohibit the consummation of the Membership Interest Stock Purchase or any other transaction contemplated hereby, (iii) seeks to impose limitations on the ability of Purchaser to consummate the Membership Interest Stock Purchase and the other transactions contemplated by this Agreement, (iv) seeks to prohibit or impose any limitations on the ownership or operation by Purchaser of all or any portion of the businesses or assets of Purchaser, the Company or any of their respective affiliatesCompanies, or to compel Purchaser, the Selling Members Stockholders or the Company Companies to dispose of or hold separate any portion of the businesses or assets of Purchaser, the Company Companies or any of their respective affiliates as a result of or in connection with this Agreement or (v) seeks to impose limitations on the ability of Purchaser effectively to exercise full rights of ownership of all Company InterestsGroup Capital Stock.

No Legal Proceedings or Threats. There As of the Closing Date, there shall be no legal action, suit, claim or proceeding Action of any kind or nature pending before any Governmental Authority (whether brought by a any Governmental Authority or any other PersonPerson (and still pending) or overtly threatened by any Governmental Authority or any other Person against PurchaserParent, Merger Sub, the Company, the Selling Members, or any of their respective properties or any of their respective managers directors or officers (in their capacities as such) that (i) arises out of, or is in any way connected with, this Agreement, the Membership Interest Purchase Merger or any other transaction contemplated hereby, (ii) seeks to prohibit the consummation of the Membership Interest Purchase Merger or any other transaction contemplated hereby, (iii) seeks to impose limitations on the ability of Purchaser Parent and Merger Sub to consummate the Membership Interest Purchase Merger and the other transactions contemplated by this Agreement, (iv) seeks to prohibit or impose any limitations on the ownership or operation by Purchaser Parent of all or any portion of the businesses or assets of PurchaserParent, Merger Sub, the Company or any of their respective affiliatesAffiliates, or to compel PurchaserParent, the Selling Members Merger Sub or the Company to dispose of or hold separate any portion of the businesses or assets of PurchaserParent, Merger Sub, the Company or any of their respective affiliates or Affiliates, (v) seeks to impose limitations on the ability of Purchaser Parent or Merger Sub effectively to exercise full rights of ownership of all Company InterestsCapital Stock, or (vi) may result in the imposition of criminal liability on the Company or any officer or director of the Company for a felony or a crime involving moral turpitude.