Common use of No Proceeding or Litigation Clause in Contracts

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect; provided, however, that the provisions of this Section 6.2(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 by or before any Governmental Authority against either the Seller or the Purchaser, Purchaser 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 render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b6.1(b) shall not apply if the Purchaser Seller 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 the any 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 could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(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 by or before any Governmental Authority against either the any 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 Purchasersuch Seller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b8.01(c) shall not apply if the Purchaser such Seller has directly or indirectly solicited or encouraged any such Action;; and

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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 PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b8.01(c) shall not apply if the Purchaser Seller 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 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 could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(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 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 PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b7.01(c) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;; and

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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 faith determination of the PurchaserSeller (upon the advice of counsel), is likely expected to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect; provided, however, that the provisions of this Section 6.2(b) 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 by or before any Governmental Authority against either 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 faith determination of the PurchaserSellers Representative, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect; provided, however, that the provisions of this Section 6.2(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;transactions.

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either 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 faith determination of the Purchaser, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect; provided, however, that the provisions of this Section 6.2(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 by or before any Governmental Authority against either the any Seller or the Purchaser, 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, Sellers' Representative or Purchaser is likely to render it impossible or unlawful to consummate such prevent the parties from consummating the transactions or which could have a Material Adverse Effectcontemplated this Agreement; provided, however, that the provisions of this Section 6.2(b8.01(d) shall not apply if the Purchaser to any party which has directly or indirectly solicited or encouraged any such Action;.

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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 PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b7.01(c) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either the Seller Seller, the Company or the Purchaser, seeking to restrain or materially and adversely alter prevent the consummation of 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 could have a Material Adverse EffectAgreement; provided, however, that the provisions of this Section 6.2(b7.01(b) shall not apply if the Purchaser has Seller, the Company or any Affiliate thereof have directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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 PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b7.01(b) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;.

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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 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 could have a Material Adverse Effect; provided, however, that the provisions of this Section 6.2(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Actiontransactions;

No Proceeding or Litigation. (i) No Action shall have been commenced by or before any Governmental Authority against either the Seller or the Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichand (ii) no injunction or order of any Governmental Authority or any Law shall be in effect that, in the case of each of (i) and (ii), in the reasonable, good faith determination of the PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b7.1(c) shall not apply if the Purchaser Seller or any of its Affiliates has directly or indirectly solicited or encouraged any such Action;.

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either the Seller Seller, the Parent, the Purchaser or the PurchaserHoldings, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Purchaser, Transactions which is reasonably likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse EffectTransactions; provided, however, that the provisions of this Section 6.2(b) 10.02 shall not apply if the Purchaser has has, directly or indirectly indirectly, solicited or encouraged any such Action;.

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either the any 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 PurchaserSeller Representative, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b7.01(c) shall not apply if the Purchaser any Seller has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either the any 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 could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b7.02(c) shall not apply if the Purchaser or any Affiliate thereof has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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 faith determination of the Purchaser, which is reasonably likely to render it impossible or unlawful to consummate such transactions or which could would be reasonably likely to have a Material Adverse Effect; provided, however, that the provisions of this Section 6.2(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 by or before any Governmental Authority against 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 faith determination of the Purchaser, which is reasonably likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b8.01(c) shall not apply if the Purchaser has Sellers have 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 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 could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b8.01(c) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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 could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b8.01(b) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced --------------------------- by or before any Governmental Authority against either any of 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 faith determination of the PurchaserSellers, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the -------- ------- provisions of this Section 6.2(b6.01(b) shall not apply if the Purchaser Sellers has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced and be continuing by or before any Governmental Authority against 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, reasonable good faith determination of the PurchaserSellers’ Representative, is reasonably likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b8.01(b) shall not apply if any of the Purchaser has Sellers have directly or indirectly solicited or encouraged any such Action;.

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either the any 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 PurchaserSellers, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b7.01(b) shall not apply if the Purchaser any Seller 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 either the Seller Purchaser or the PurchaserSeller, 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 render it impossible or unlawful to consummate such the transactions or which could have a Material Adverse Effectcontemplated by this Agreement; provided, however, that the provisions of this Section 6.2(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 by or before any Governmental Authority against either any of the Company, Seller or the Purchaser, 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, Sellers' Representative or Purchaser is likely to render it impossible or unlawful to consummate prevent the parties from consummating such transactions or which could have a Material Adverse Effectcontemplated this Agreement; provided, however, that the provisions of this Section 6.2(b6.1(c) shall not apply if the Purchaser to any party which has directly or indirectly solicited or encouraged any such Action;.

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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 could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b8.01(c) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either any of the Seller Sellers or the PurchaserPurchasers, 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 could have a Material Adverse EffectAgreement; provided, however, that the provisions of this Section 6.2(b7.01(c) shall not apply if the Purchaser any Seller has directly or indirectly solicited or encouraged any such Action;; and

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect; provided, however, that the provisions of this Section 6.2(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 either the 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 faith determination of the Purchaser, Seller is likely to render it impossible or unlawful to consummate such the transactions or which could have a Material Adverse Effectcontemplated by this Agreement; provided, however, that the provisions of this Section 6.2(b7.02(b) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;.

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority Entity against either the Seller Purchaser or the PurchaserSeller, 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 render it impossible or unlawful to consummate such the transactions or which could have a Material Adverse Effectto be consummated on Closing; provided, however, that the provisions of this Section 6.2(b6.1(i) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either the Seller Seller, any Shareholder, Purchaser or the Purchaser, Inmark seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in in, the reasonable, good faith determination of the PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b6.2(e) shall not apply if the Purchaser Seller or any Shareholder 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 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 PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which could would reasonably be expected to have a Material Adverse Effect; provided, however, that the provisions of this Section 6.2(b7.01(b) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;.

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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 PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b8.01(c) shall not apply if the Purchaser Seller or the Parent has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either any of the Seller Seller, the Company, the Company Subsidiaries, the Purchaser or the PurchaserAcquiring Subsidiaries, 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 render it impossible or unlawful to consummate prevent the consummation of such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b8.01(b) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;.

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either the Seller or the Purchaser, Purchaser 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 render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 6.2(b6.1(b) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 6.2(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 either the 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 faith determination of the Purchaser, Purchaser is likely to render it impossible difficult or unlawful to consummate such the transactions or which could have a Material Adverse Effectcontemplated by this Agreement; provided, however, that the provisions of this Section 6.2(b8.02(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 by or before any Governmental Authority against 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, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect; provided, however, that the provisions of this Section 6.2(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;; (c)

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either the Seller or the Purchaser, Purchaser 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 render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect; provided, however, that the provisions of this Section 6.2(b) 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 by or before any Governmental Authority against either the Seller Seller, the Company 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, Seller is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b6.01(b) shall not apply if the Purchaser Seller or the Company has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either any of the Seller, the Principal Seller Members, the Company 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 PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effect; provided, however, that the provisions of this transactions. Section 6.2(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;8.02

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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 PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b8.1(c) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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 PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b5.01(b) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either the Seller or the Purchaser, Purchaser 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 render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b6.1(b) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;; (c)

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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 PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 6.2(bSECTION 7.01(b) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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 PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b6.01(b) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either the Seller, the Seller Members, Parent or the Purchaser, Purchaser seeking to restrain or materially and adversely alter the transactions contemplated by 45 this Agreement which, in the reasonable, good faith determination of the Purchaser, is likely to render that renders it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b8.01(b) shall not apply if any of the Purchaser Seller Parties has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either the such Seller, any other 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 Purchasersuch Seller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b8.01(d) shall not apply if the Purchaser such Seller has directly or indirectly solicited or encouraged any such Action;; and

No Proceeding or Litigation. No Action shall have been commenced be pending by or before any Governmental Authority against either 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 faith determination of the Purchaser, which is reasonably likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b9.02(b) shall not apply if the Purchaser has Sellers have directly or indirectly solicited or encouraged any such Action;; and

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against 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 faith determination of the PurchaserSellers, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 6.2(b7.01(c) shall not apply if the Purchaser has Sellers have directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either any of the Seller, the Principal Seller Members, the Company 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 could have a Material Adverse Effect; provided, however, that the provisions of this Section 6.2(b8.02(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 by or before any Governmental Authority against 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 PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 6.2(b7.01(b) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;; and

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either the Seller or the Purchaser, Purchaser seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement Agreement, which, in the reasonable, good faith determination of the PurchaserSeller, is likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b6.01(b) shall not apply if the Purchaser has Seller shall have directly or indirectly solicited or encouraged any such Action;.

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either the Seller Seller, any member of the 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 could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b8.01(b) shall not apply if the Purchaser Seller has directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action shall have been commenced be pending by or before any Governmental Authority against either 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 faith determination of the Purchaser, which is reasonably likely to render it impossible or unlawful to consummate such transactions or which could have a Material Adverse Effecttransactions; provided, however, that the provisions of this Section 6.2(b9.03(b) shall not apply if the Purchaser has directly or indirectly solicited or encouraged any such Action;