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 Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b) shall not apply if the 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 SellerPurchaser, is likely to render it impossible or unlawful to consummate such transactionstransactions or which could have a Material Adverse Effect; provided, however, that the provisions of this Section 6.1(b6.2(b) shall not apply if the Seller 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 such Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b8.01(c) shall not apply if the such Seller 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 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 SellerPurchaser, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b8.02(c) shall not apply if the Seller 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 Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b8.01(c) shall not apply if the 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 Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the SellerPurchaser, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b8.02(c) shall not apply if the Seller 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 Seller, Sellers' Representative or Purchaser is likely to render it impossible or unlawful to consummate such transactionsprevent the parties from consummating the transactions contemplated this Agreement; provided, however, that the provisions of this Section 6.1(b8.01(d) shall not apply if the Seller 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 any of 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 good-faith determination of the Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b7.01(c) shall not apply if the 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 any of the Seller Sellers, the Company 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 SellerSellers Representative, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b) shall not apply if the 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, the Company 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 SellerPurchaser, is likely to render it impossible or unlawful to consummate such transactionstransactions or which could have a Material Adverse Effect; provided, however, that the provisions of this Section 6.1(b8.02(c) shall not apply if the Seller 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 Seller, the Company or the Purchaser 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 Seller, is likely to render it impossible or unlawful to consummate such transactionsAgreement; provided, however, that the provisions of this Section 6.1(b7.01(b) shall not apply if the Seller has Seller, the Company or any Affiliate thereof have directly or indirectly solicited or encouraged any such Action;

No Proceeding or Litigation. No Action action shall have been commenced by or before any Governmental Authority against either the Seller Seller, the Company, CWD or the Purchaser Buyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichthat, in the reasonable, good faith determination of the Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b) shall not apply if the 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 Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b7.01(c) shall not apply if the Seller has directly or indirectly solicited or encouraged any such Action;

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 Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b7.1(c) shall not apply if the Seller or any of its Affiliates has directly or indirectly solicited or encouraged any such Action;.

No Proceeding or Litigation. No Action Action. shall have been commenced by or before any Governmental Authority against either any Seller, the Seller Company, or the Purchaser Buyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement whichthat, in the reasonable, good faith determination of the Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b) shall not apply if the Seller has directly or indirectly solicited or encouraged any such Action;.

No Proceeding or Litigation. No Action action or legal proceeding 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 whichhereby which Seller believes, in the reasonable, good faith determination of the Sellerits sole and absolute discretion, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of transactions contemplated by this Section 6.1(b) shall not apply if the Seller has directly Agreement or indirectly solicited or encouraged any such Action;which could have a Material Adverse Effect.

No Proceeding or Litigation. No Action shall have been commenced by or before any Governmental Authority against either the Seller or Seller, the Parent, the Purchaser or Holdings, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Seller, is Transactions which would be reasonably likely to render it impossible or unlawful to consummate such transactionsTransactions; provided, however, that the provisions of this Section 6.1(b) 9.02 shall not apply if the Seller has or the Parent 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 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 Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b7.01(b) shall not apply if the 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 Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Seller, which is reasonably likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b9.03(b) shall not apply if the Seller 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 Sellers 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 SellerSellers, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the -------- ------- provisions of this Section 6.1(b6.01(b) shall not apply if the Seller Sellers 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 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 Seller, Seller is likely to render it impossible or unlawful to consummate such transactionsthe transactions contemplated by this Agreement; provided, however, that the provisions of this Section 6.1(b7.02(b) shall not apply if the 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 Seller, which is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b8.01(b) shall not apply if the 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 Purchaser Seller, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Seller, is likely to render it impossible or unlawful to consummate such transactionsthe transactions to be consummated on Closing; provided, however, that the provisions of this Section 6.1(b6.1(i) shall not apply if the 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 Seller, the Company, the Company Subsidiaries, the Purchaser or the Purchaser 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 Seller, is likely to render it impossible or unlawful to consummate prevent the consummation of such transactions; provided, however, that the provisions of this Section 6.1(b8.01(b) shall not apply if the 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 Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b8.01(c) shall not apply if the 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 the such Seller, any other 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 such Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b8.01(d) shall not apply if the 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 Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Seller, which is reasonably likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b9.02(b) shall not apply if the Seller 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 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 Seller, is likely to render it impossible or unlawful to consummate such transactions; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 6.1(b7.01(b) shall not apply if the Seller 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 Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Seller, which is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b8.01(c) shall not apply if the 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 Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the SellerSeller Representative, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b7.01(c) shall not apply if the 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 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 SellerPurchaser, is likely to render it impossible or unlawful to consummate such transactionstransactions or which could have a Material Adverse Effect; provided, however, that the provisions of this Section 6.1(b6.2(b) shall not apply if the Seller 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 Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b8.1(c) shall not apply if the 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 Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the SellerSellers, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b7.01(b) shall not apply if the 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 any of the Seller, the Principal Seller Members, the Company 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 Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this . Section 6.1(b) shall not apply if the Seller has directly or indirectly solicited or encouraged any such Action;8.02

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 Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Seller, is likely to render it impossible or unlawful to consummate such transactionstransactions or which would reasonably be expected to have a Material Adverse Effect; provided, however, that the provisions of this Section 6.1(b7.01(b) shall not apply if the 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 Seller, which is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b8.01(c) shall not apply if the 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 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 Seller, Purchaser is likely to render it impossible difficult or unlawful to consummate such transactionsthe transactions contemplated by this Agreement; provided, however, that the provisions of this Section 6.1(b8.02(b) shall not apply if the Seller 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 Seller, is likely to render it impossible or unlawful to consummate such transactions; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 6.1(bSECTION 7.01(b) shall not apply if the 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 Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b6.01(b) shall not apply if the 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, the Principal Seller Members, the Company 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 SellerPurchaser, is likely to render it impossible or unlawful to consummate such transactionstransactions or which could have a Material Adverse Effect; provided, however, that the provisions of this Section 6.1(b8.02(c) shall not apply if the Seller 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 Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b5.01(b) shall not apply if the 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 Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Seller, Seller is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b6.01(b) shall not apply if the 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 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 Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b) shall not apply if the 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 Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the SellerPurchaser, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b7.02(c) shall not apply if the Seller 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 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 Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b6.2(e) shall not apply if the Seller or any Shareholder 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 Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Seller, which is reasonably likely to render it impossible or unlawful to consummate such transactionstransactions or which would be reasonably likely to have a Material Adverse Effect; provided, however, that the provisions of this Section 6.1(b8.02(c) shall not apply if the Seller 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 Seller, is likely to render it impossible or unlawful to consummate such transactions; providedtransactions PROVIDED, howeverHOWEVER, that the provisions of this Section 6.1(b) shall not apply if the 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 SellerPurchaser, is likely to render it impossible or unlawful to consummate such transactionstransactions or which could have a Material Adverse Effect; provided, however, that the provisions of this Section 6.1(b6.02(b) shall not apply if the Seller 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 either the Seller Purchaser or the Purchaser Seller, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement hereby which, in the reasonable, good faith determination of the SellerPurchaser, is likely to render it impossible or unlawful to consummate such transactionsthe transactions contemplated by this Agreement; provided, however, that the provisions of this Section 6.1(b6.2(h) shall not apply if the Seller 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 Sellers or the Purchaser Purchasers, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the Seller, is likely to render it impossible or unlawful to consummate such transactionsAgreement; provided, however, that the provisions of this Section 6.1(b7.01(c) shall not apply if the 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 Sellers 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 SellerSellers, is likely to render it impossible or unlawful to consummate such transactions; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 6.1(b7.01(c) shall not apply if the Seller has Sellers have 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 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 SellerSellers’ Representative, is reasonably likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b8.01(b) shall not apply if any of the Seller 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 Seller or the 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 Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b6.01(b) shall not apply if the Seller has 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 Sellers 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 Seller, which is reasonably likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b8.01(c) shall not apply if the Seller 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 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 SellerPurchaser, is likely to render it impossible or unlawful to consummate such transactionstransactions or which could have a Material Adverse Effect; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 6.1(b6.2(b) shall not apply if the Seller 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 Seller, any member of the Target Group 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 Seller, is likely to which would render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b8.01(b) shall not apply if the 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 Seller, is likely to render it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b) shall not apply if the 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 Purchaser, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of the SellerPurchaser, is likely to render it impossible or unlawful to consummate such transactions; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 6.1(b7.02(b) shall not apply if the Seller 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, the Seller Members, Parent 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 Seller, is likely to render that renders it impossible or unlawful to consummate such transactions; provided, however, that the provisions of this Section 6.1(b8.01(b) shall not apply if any of the Seller Parties has directly or indirectly solicited or encouraged any such Action;