Common use of No Proceedings Clause in Contracts

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated with Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyer, or against any Related Person affiliated with of Buyer, any Proceeding (a) involving any challenge to, or seeking damages Damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyerthe Acquiror Company, the Company or any Shareholder, or against any Person affiliated with BuyerAffiliate thereof, any Proceeding (which Proceeding remains unresolved as of the date of this Agreement) (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactionstransactions contemplated hereby, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactionstransactions contemplated hereby.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyerthe Purchaser, or against any Person affiliated with Buyerthe Purchaser, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against BuyerPurchaser, or against any Person affiliated with BuyerPurchaser, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyerthe Purchaser, or against any Person affiliated with Buyerthe Purchaser, any Proceeding (a) involving any material challenge to, or seeking material damages or other material relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against BuyerSeller, or against any Person affiliated with BuyerSeller, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyer, or against any Person affiliated with Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated with BuyerAffiliates thereof, any Proceeding (aother than by Seller or an Affiliate of Seller) involving any challenge toseeking to restrain, enjoin or otherwise prohibit or make illegal, or seeking to recover material damages or other relief in connection withon account of, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against BuyerSeller, or against any Person affiliated with BuyerAffiliates thereof, any Proceeding (aother than by Buyer or an Affiliate of Buyer) involving any challenge toseeking to restrain, enjoin or otherwise prohibit or make illegal, or seeking to recover material damages or other relief in connection withon account of, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyer, or against any Person person affiliated with Buyer, any Proceeding proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactionstransactions contemplated hereby, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactionstransactions contemplated hereby.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened (orally or in writing) against Buyer, or against any Related Person affiliated with of Buyer, any material Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated with Buyer, any Proceeding (ai) involving any challenge to, or seeking damages Damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (bii) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must will not have been commenced or Threatened threatened against Buyer, or against any Related Person affiliated with of Buyer, any Proceeding (a) involving any challenge to, or seeking damages relief (monetary or other relief otherwise) in connection with, any of the Contemplated Transactions, Transaction or (b) that may could have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering with with, any of the Contemplated TransactionsTransaction.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyer, or against any Person affiliated with related person of Buyer, any Proceeding proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactionscontemplated transactions, or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated Transactionscontemplated transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated Affiliated with Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactionstransactions described in this Agreement, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactionstransactions described in this Agreement.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened against BuyerPurchaser, or against any Person affiliated with BuyerPurchaser, any Proceeding (a) involving any material challenge to, or seeking material damages or other material relief in connection with, any of the Contemplated TransactionsAcquisition, or (b) that may have the effect of preventing, materially delaying, making illegal, illegal or otherwise materially interfering with any of the Contemplated TransactionsAcquisition.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against BuyerSellers, or against any Person affiliated with BuyerAffiliates thereof, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyer, Buyer or against any Person affiliated with Buyerof its affiliates, any Proceeding proceeding (a) involving any challenge to, to or seeking damages or other relief relating in connection with, any of the Contemplated Transactionsway to this Agreement, or (b) that may have the effect of preventingprevent, delayingdelay, making make illegal, or otherwise interfering interfere with any of the Contemplated Transactionstransactions contemplated by this Agreement.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated with Buyer, any Proceeding (ai) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (bii) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated with BuyerAffiliates thereof, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this AgreementEffective Date, there must not have been commenced or Threatened threatened against Buyer, or against any Person affiliated with Affiliate of Buyer, any Proceeding proceeding (ai) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactionstransactions contemplated under this Agreement, or (bii) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactionstransactions contemplated under this Agreement.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Related Person affiliated with of Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyer, or against any Person affiliated with BuyerAffiliate thereof, any Proceeding (ai) involving any challenge to, or seeking damages Damages or other relief in connection with, any of the Contemplated Transactionstransactions contemplated hereby, or (bii) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering with with, any of the Contemplated Transactionstransactions contemplated hereby.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened by a third party against BuyerBuyer or the Company, or against any Person affiliated with BuyerBuyer or the Company, any Proceeding (a) involving any challenge to, or seeking material damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of making illegal, materially preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against BuyerSeller, or against any Person affiliated with BuyerSeller, any Action or Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactionstransactions contemplated hereunder, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactionstransactions contemplated hereunder.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against BuyerSeller Eateries, or against any Person affiliated with BuyerAffiliate of Seller or Eateries, any Proceeding proceeding (ai) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactionstransactions contemplated under this Agreement, or (bii) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactionstransactions contemplated under this Agreement.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyer, or against any Person affiliated with Buyer, any an Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against BuyerBuyer or Acquisition, or against any Person affiliated with Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyerthe Purchaser, the Seller, EnStructure, the Parent or against any Person affiliated with BuyerAffiliate thereof, any Proceeding Proceeding: (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.;

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against BuyerSellers, or against any Person affiliated with BuyerSellers, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyer, or against any Person affiliated with Affiliate of Buyer, any Proceeding Action (ai) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (bii) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, the Sellers or against the Subject Company any Person affiliated with Buyer, any Proceeding proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, nor in the twelve (12) months prior to the date of this Agreement, there must not have been commenced or Threatened overtly threatened against Buyer, or against any Person affiliated with Buyer, Sellers any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against BuyerBuyers, or against any Person affiliated with BuyerBuyers, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not no Proceeding shall have been commenced or Threatened threatened against BuyerPurchaser, or against any Person affiliated with Buyer, any Proceeding Representative of Purchaser (a) involving any challenge to, or seeking damages Damages or other relief in connection with, any of the Contemplated Transactions, Transaction; or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated TransactionsTransaction.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated with Buyer, Buyer any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, to any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyer, or against any Person affiliated with Buyer, Buyer any Proceeding (a) involving any challenge to, or seeking damages Damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened in writing against Buyer, Seller or against Buyer any Person affiliated with Buyer, any material Proceeding (a) involving any material challenge to, or seeking material damages or other material relief in connection with, any of the Contemplated Transactions, Transactions or (b) that may have the effect of preventing, materially delaying, making illegal, imposing limitations or conditions on or otherwise materially interfering with any of the Contemplated Transactions.

No Proceedings. Since the date Date of this Agreement, there must shall not have been commenced or Threatened threatened against BuyerPurchaser, or against any Person affiliated with BuyerPurchaser, any Proceeding (a) involving any material challenge to, or seeking material damages or other material relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated with Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise materially interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or threatened against any Person affiliated with Buyer, Seller any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactionstransactions contemplated hereby, or (b) that may have the effect of preventing, delaying, or making illegal, or otherwise interfering with illegal any of the Contemplated Transactionstransactions contemplated hereby.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyerthe Purchaser, or against any Person affiliated with Buyerthe Purchaser, any Proceeding Proceeding: (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or ; or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against BuyerPurchaser, or against any Person affiliated with BuyerPurchaser, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, the Purchaser or against any Person affiliated with Buyerthe Purchaser, any Proceeding (a) involving a).involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against BuyerSeller, or against any Person affiliated with BuyerSeller, any Proceeding (ai) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (bii) that may would reasonably be expected to have the effect of preventing, delaying, making illegal, or or, in any material respect, otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated with Buyer, any Proceeding (ai) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (bii) that may would reasonably be expected to have the effect of preventing, delaying, making illegal, or in any material respect, otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated with Buyer, any Proceeding (a) involving any challenge to, or seeking damages Damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened (orally or in writing) against Buyer, or against any Person affiliated with BuyerSeller, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactionshaving a Material Adverse Effect.

No Proceedings. Since the date of this Agreement, there must not have been any Proceeding commenced or Threatened against Buyer, or against any Person affiliated with Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) Seller that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyer, Seller or against any Person affiliated with Buyer, Buyer any Proceeding (ai) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (bii) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated with Affiliate of Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated with Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, Transactions including any claim asserting that such Person is entitled to all or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any portion of the Contemplated TransactionsPurchase Price payable for the Xxxxxx Assets.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against BuyerSellers, the Company or against any Person affiliated with BuyerSellers or the Company, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, with any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyer, or against any Related Person affiliated with of Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, nor in the twelve (12) months prior to the date of this Agreement, there must not have been commenced or Threatened overtly threatened against Buyer, or against any Person affiliated with Buyer, Purchaser any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyer, Seller or against any Person affiliated with Buyer, Buyer any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyer, or against any Person affiliated with Buyer, Buyer any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactionstransactions contemplated hereby, or (b) that may have the effect of preventing, delaying, or making illegal, or otherwise interfering with illegal any of the Contemplated Transactionstransactions contemplated hereby.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against the Buyer, or against any Person affiliated with the Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened in writing against the Buyer, or against any Person affiliated with Affiliate of the Buyer, any Proceeding which, in the reasonable judgment of the Buyer, has a reasonable likelihood of success on the merits (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, transactions contemplated hereby or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactionstransactions contemplated hereby.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against BuyerBuyer or Seller any action, suit or against any Person affiliated with Buyer, any Proceeding proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, transactions contemplated by this Agreement or (b) that may have a material adverse affect on the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactionstransactions contemplated by this Agreement.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyer, or against any Related Person affiliated with of Buyer, any Proceeding (a) involving any challenge to, or seeking damages Losses or other relief in connection with, any of the Contemplated Transactions, Transactions or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyer, or against any Person affiliated with Buyer, any Proceeding proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated with Buyer, Buyer any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, Transactions in which there is a reasonable likelihood of a judgment against Buyer providing for an award of damages or (b) other relief that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactionswould constitute a material adverse effect.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated with Buyer, any Proceeding Proceeding: (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or ; or (b) that may that, if successful, would have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Related Person affiliated with of Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, ; or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not -------------- have been commenced or Threatened against Buyer, or against any Person affiliated with Buyer, any Proceeding (ai) involving any challenge to, or seeking damages Damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (bii) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyerthe Buyer Group, or against any Person affiliated with Buyerthe Buyer Group, any Proceeding Proceeding: (a) involving any material challenge to, or seeking material damages or other material relief in connection with, any of the Contemplated Transactions, ; or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened against Buyer, or against any Person affiliated with BuyerPurchaser, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may would have the effect of preventing, materially delaying, making illegal, or otherwise materially interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyer, Purchaser any lawsuit or against any Person affiliated with Buyer, any Proceeding (a) involving any challenge to, or other proceeding seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactionstransactions contemplated by this Agreement.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyerthe Vendors, or against any Person affiliated with Buyerthe Vendors, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyer, the Buyer or against any Related Person affiliated with of the Buyer, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against BuyerPurchaser, or against any Person person affiliated with BuyerPurchaser, any Proceeding proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactionstransactions contemplated by this Agreement, or (b) that may have the effect of preventing, unreasonably delaying, making illegal, or otherwise interfering with any of the Contemplated Transactionstransactions contemplated by this Agreement, or preventing the ordinary course operation of the Business as presently conducted.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced against either Buyers or Threatened against Buyer, or against any Person affiliated with Buyer, Sellers any Proceeding (a) involving any challenge to, to or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated TransactionsTransactions that would have a Material Adverse Effect.

No Proceedings. Since the date of this Agreement, there must will not have been commenced or Threatened threatened against Buyer, or against any Person affiliated with Affiliate of Buyer, any Proceeding (a) involving any challenge to, or seeking damages relief (monetary or other relief otherwise) in connection with, any of the Contemplated Transactions, Transaction or (b) that may could have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering with with, any of the Contemplated TransactionsTransaction.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyer, Company or against any Person affiliated with Buyer, Seller any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, or making illegal, or otherwise interfering with illegal any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyer, the Seller or against any Person affiliated with Buyer, Subsidiary or any Proceeding (a) of the Acquired Assets any legal proceeding involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, transactions contemplated by this Agreement or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactionssuch transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against BuyerSeller, or against any Person affiliated with BuyerAffiliate of Seller, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactionstransactions contemplated hereby, or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated Transactionstransactions contemplated hereby.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyer, or against any Person affiliated with Buyer, Buyer any Proceeding (a) involving any challenge to, or seeking damages Damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (b) that may have the effect of preventing, delaying, preventing or making illegal, or otherwise interfering with illegal any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyer, or against any Related Person affiliated with of Buyer, any Proceeding (a) involving any challenge to, or seeking damages Damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactions or (c) challenging Seller’s corporate authority to consummate the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, the Purchaser or against any Person affiliated with Buyerthe Purchaser, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced and pending or Threatened in writing against BuyerSeller, or against any Person affiliated with BuyerSeller, any Proceeding (ai) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (bii) that may have the effect of preventingprevents, delaying, making makes illegal, or otherwise interfering with delays any of the Contemplated TransactionsTransactions or seeks to do any of the foregoing.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened in writing against BuyerBuyer or Seller, or against any Person affiliated with BuyerBuyer or Seller, any governmental Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may is reasonably likely to have the effect of preventing, materially delaying, making illegal, illegal or otherwise materially interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyer, or against any Person affiliated with Buyer, Buyer any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not no Proceeding shall have been commenced or Threatened threatened against BuyerSellers or the Companies, or against any Person affiliated with Buyer, any Proceeding Representative of Sellers or the Companies (a) involving any challenge to, or seeking damages Damages or other relief in connection with, any of the Contemplated Transactions, Transaction; or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated TransactionsTransaction.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyer, Buyer or against any Person affiliated with Buyer, of its Affiliates any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactionstransactions contemplated by this Agreement, or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactionstransactions contemplated by this Agreement, or (c) prohibiting or seeking to prevent any of the transactions contemplated by this Agreement.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated with Buyer, any Proceeding (a) involving a)involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against BuyerPurchaser, or against any Person person or entity affiliated with BuyerPurchaser, any Proceeding proceeding (a) involving any material challenge to, or seeking substantial damages or other substantial relief in connection with, any of the Contemplated Transactionstransactions contemplated by this Agreement, or (b) that may have has the effect of preventing, delaying, making illegal, or otherwise interfering with illegal any of the Contemplated Transactionstransactions contemplated by this Agreement.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened against Buyer, or against any Person affiliated with Buyer, or against the Company or Seller or any Person affiliated with the Company, the Sellers or any Person affiliated with the Company, or the Sellers, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced and be continuing or Threatened threatened against Buyerthe Sellers, or against any related Person affiliated with Buyerof the Sellers, any Proceeding proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, the Purchased Assets and any of the Contemplated Transactions, transactions contemplated by this Agreement or (b) that may reasonably be expected to have the effect of preventing, delaying, making illegal, imposing material limitations or conditions on or otherwise materially interfering with any of the Contemplated Transactionstransactions contemplated by this Agreement.

No Proceedings. Since the date of this Agreement, there must not have been commenced against Seller or Threatened against Buyer, or against Purchaser any Person affiliated with Buyer, any Proceeding (a) proceeding involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that which may have the effect of preventing, delaying, making illegal, preventing or otherwise interfering with delaying any of the Contemplated Transactionstransactions contemplated in, this Agreement or the Supply Agreement.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyerthe Purchaser, or against any Person affiliated with Buyerthe Purchaser, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactionstransactions contemplated by this Agreement, or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated TransactionsTransaction or having a Material Adverse Effect.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyer, Principal Sellers, Sellers or the Company, or against any Person person affiliated with BuyerBuyer or the Principal Sellers or the Company, any Proceeding proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or Threatened threatened against Buyer, or against any Person affiliated with Buyer, any Proceeding proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of this Agreement or the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions, including, without limitation, any claims brought by any creditors or shareholders of the Seller.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyerthe Purchaser, or against any Person affiliated with Buyerthe Purchaser, any Proceeding Proceeding (a) involving any material challenge to, or seeking material damages or other material relief in connection with, any of the Contemplated Transactions, or or (b) that may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened in writing against Seller or Buyer, or against any Person affiliated with Seller or Buyer, any governmental Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may is reasonably likely to have the effect of preventing, materially delaying, making illegal, illegal or otherwise materially interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyer, or against any Related Person affiliated with of Buyer, any Proceeding (a) involving any challenge to, or seeking damages Damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (b) that may is reasonably likely to have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must not have been commenced or or, to the Knowledge of Buyer, Threatened against Buyer, Sellers or the Company, or against any Person affiliated with Buyer, Sellers or the Company, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, or (b) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened threatened against Buyer, or against any Person affiliated with Affiliate of Buyer, any Proceeding (a) involving any challenge to, or seeking damages a material amount of Damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (b) that may have the effect of preventing, delaying, making illegal, imposing limitations or conditions on or otherwise interfering with any of the Contemplated Transactions.

No Proceedings. Since the date of this Agreement, there must shall not have been commenced or Threatened against Buyer, or against any Person affiliated with Buyerthe Seller, any Proceeding (a) involving any challenge to, or seeking damages or other relief in connection with, any of the Contemplated Transactions, Transactions or (b) that may would have the effect of preventing, materially delaying, making illegal, or otherwise materially interfering with any of the Contemplated Transactions.