Common use of No Proceeding or Litigation Clause in Contracts

No Proceeding or Litigation. No Claim instituted by any Person shall have been commenced or pending against the Seller, or the Purchaser or any of their respective Affiliates, officers or directors which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim instituted by any Person person shall have been commenced or pending against the SellerCompany, Sellers or the Purchaser or any of their respective Affiliates, officers or directors which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim instituted by any Person person (other than Buyer, Seller, the Shareholders or their respective Affiliates), shall have been commenced or pending against the Seller, or the Purchaser Buyer or any of their respective Affiliates, officers or directors which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim instituted by any Person person (other than Buyer, Company, Sellers or their respective Affiliates) shall have been commenced or be pending against the SellerBuyer, or the Purchaser Company, Sellers or any of their respective Affiliates, officers or directors directors, which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim instituted by any Person person ----------------------------- (other than Purchaser, Seller, or their respective Affiliates), shall have been commenced or pending against the Seller, or the Purchaser or any of their respective Affiliates, officers or directors which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim instituted by any Person person shall have been commenced or pending against the a Seller, or the Purchaser Company, Buyer or any of their respective Affiliates, officers or directors which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim instituted by any Person person --------------------------- (other than Buyer, Seller or their respective Affiliates) shall have been commenced or pending against the Seller, or the Purchaser Buyer or any of their respective Affiliates, officers or directors directors, which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim claim instituted by any Person person shall have been commenced or pending against the SellerCompany, or the Purchaser Sellers, the Buyer or any of their respective Affiliates, officers or directors directors, which Claim claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim instituted by any Person --------------------------- person shall have been commenced or pending against the SellerStockholders, or the Delta, Purchaser or any of their respective Affiliates, officers or directors which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim instituted by any Person shall have been commenced or pending against the Seller, Seller or the Purchaser or any of their respective Affiliates, officers or directors which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions Acquisition or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim instituted by any Person --------------------------- shall have been commenced or pending against the SellerCompany, Parent or the Purchaser Acquisition Sub or any of their respective Affiliates, officers or directors which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim instituted by any Person person --------------------------- (other than Buyer, Sellers or their respective Affiliates) shall have been commenced or pending against the any Seller, or the Purchaser Buyer or any of their respective Affiliates, officers or directors directors, which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim instituted by any Person person (other than Buyer, Seller, the General Partners, the Principals or their respective Affiliates), shall have been commenced or pending against the Seller, or the Purchaser Buyer or any of their respective Affiliates, officers or directors which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim instituted by any Person shall have been commenced or pending against the Seller, Companies or the Purchaser or any of their respective Affiliates, officers or directors which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions Acquisition or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would and, in the opinion of counsel to the Companies or counsel to the Purchaser, is not have a Material Adverse Effectspecious Claim and represents a serious risk for its client to proceed with the Acquisition.

No Proceeding or Litigation. No Claim instituted by any Person person (other than the Company, Xxxxxxx, Seller or their respective Affiliates), shall have been commenced or pending against the Seller, or the Purchaser Company, Xxxxxxx, LLC, Parent, the Shareholders, or any of their respective Affiliates, officers or directors directors, which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim instituted by any Person shall have been commenced or pending against Sellers, the SellerCompany, the Subsidiary, Parent or the Purchaser or any of their respective Affiliates, officers or directors which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction Acquisition and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim instituted by any Person person (other than the Buyer, the Seller or their respective Affiliates), shall have been commenced or pending against the Seller, or the Purchaser Buyer, X'Xxxxxx, Toymax, or any of their respective Affiliates, officers or directors directors, which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.

No Proceeding or Litigation. No Claim instituted by any Person person (other than by Buyer, Seller, any partner of Seller or their respective Affiliates), shall have been commenced or be pending against the Seller, or the Purchaser Buyer or any of their respective Affiliates, officers or directors directors, which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effectthe Contemplated Transactions.

No Proceeding or Litigation. No Claim instituted by any Person shall have been commenced or pending against the Seller, any of the Subsidiaries, or the Purchaser or any of their respective Affiliates, officers or directors which Claim seeks to restrain, prevent, change or delay in any material respect the Transaction Acquisition and the Other Contemplated Transactions or seeks to challenge any of the material terms or provisions of this Agreement or seeks material damages in connection with any of such transactions, except as would not have a Material Adverse Effect.