Common use of Suits and Proceedings Clause in Contracts

Suits and Proceedings. The consummation of the transactions --------------------- contemplated hereby will not violate the provisions of any injunction, order, judgment, decree or Law applicable or effective with respect to Purchaser or the Company or their officers and directors. No suit or proceeding shall have been instituted by any person, or, to the Knowledge of Purchaser, Company or the Shareholders, shall have been threatened by any Governmental Authority, and not subsequently withdrawn, dismissed or otherwise eliminated, which seeks (i) to prohibit, restrict or delay consummation of the transactions contemplated hereby or to limit in any material respect the right of Purchaser to control any material aspect of the business of Purchaser or the Company after the Closing Date, or (ii) to subject Purchaser or the Company or their respective directors or officers to material liability on the ground that it or they have breached any Law or otherwise acted improperly in relation to the transactions contemplated by this Agreement.

Suits and Proceedings. The consummation of the transactions --------------------- contemplated hereby will not violate the provisions of any injunction, order, judgment, decree or Law applicable or effective with respect to Purchaser or the Company Companies or their officers and directors. No suit or proceeding shall have been instituted by any person, or, to the Knowledge knowledge of Purchaser, Company Purchaser or the ShareholdersCompanies, shall have been threatened by any Governmental Authority, and not subsequently withdrawn, dismissed or otherwise eliminated, which seeks (i) to prohibit, restrict or delay consummation of the transactions contemplated hereby or to limit in any material respect the right of Purchaser to control any material aspect of the business of Purchaser or the Company after the Closing Datehereby, or (ii) to subject Purchaser or the Company Companies or their respective directors directors, officers, members or officers managers, as the case may be, to material liability on the ground that it or they have breached any Law or otherwise acted improperly in relation to the transactions contemplated by this Agreement.

Suits and Proceedings. The consummation of the transactions Contemplated --------------------- contemplated hereby Transactions will not violate the provisions of any injunction, order, judgment, decree or Law applicable or effective with respect to Purchaser the InterCept Parties or the Company Seller or their officers and directors. No suit or proceeding shall have been instituted by any personPerson, or, to the Knowledge knowledge of Purchaser, Company the Parent or the ShareholdersSeller, shall have been threatened by any Governmental Authority, and not subsequently withdrawn, dismissed or otherwise eliminated, which seeks (i) to prohibit, prohibit or restrict or delay consummation of the transactions contemplated hereby Contemplated Transactions or to limit in any material respect the right of Purchaser the Parent to control any material aspect of the business of Purchaser the Parent and the Parent Subsidiaries or the Company any Seller Entity after the Closing DateEffective Time, or (ii) to subject Purchaser the InterCept Parties or the Company Seller or their respective directors or officers to material liability on the ground that it or they have breached any applicable Law or otherwise acted improperly in relation to the transactions contemplated by this AgreementContemplated Transactions.

Suits and Proceedings. The consummation of the transactions --------------------- contemplated hereby will not violate the provisions of any injunction, order, judgment, decree or Law applicable or effective with respect to Purchaser or the Company or their officers and directors. No suit or proceeding shall have been instituted by any person, or, to the Knowledge of Purchaser, the Company or the Shareholders, shall have been threatened by any Governmental Authority, and not subsequently withdrawn, dismissed or otherwise eliminated, which seeks (i) to prohibit, restrict or delay consummation of the transactions contemplated hereby or to limit in any material respect the right of Purchaser to control any material aspect of the business of Purchaser or the Company after the Closing Date, or (ii) to subject Purchaser or the Company or their respective directors or officers to material liability on the ground that it or they have breached any Law or otherwise acted improperly in relation to the transactions contemplated by this Agreement.

Suits and Proceedings. The consummation of the transactions --------------------- contemplated hereby will not violate the provisions of any injunction, order, judgment, decree or Law applicable or effective with respect to Purchaser Parent or the Company Seller or their officers and directorsofficers, directors or shareholders. No suit or proceeding shall have been instituted by any person, or, to the Knowledge knowledge of Purchaser, Company Parent or the ShareholdersSeller, shall have been threatened by any Governmental Authority, and not subsequently withdrawn, dismissed or otherwise eliminated, which seeks (i) to prohibit, restrict or delay consummation of the transactions contemplated hereby or to limit in any material respect the right of Purchaser Parent to control any material aspect of the business of Purchaser Parent and the Parent Subsidiaries or the Company Seller after the Closing DateEffective Time, or (ii) to subject Purchaser or the Company Seller or their respective directors directors, officers or officers shareholders to material liability on the ground that it or they have breached any Law or otherwise acted improperly in relation to the transactions contemplated by this Agreement.

Suits and Proceedings. The consummation of the transactions --------------------- contemplated hereby will not violate the provisions of any injunction, order, judgment, decree or Law applicable or effective with respect to Purchaser Parent or Seller or the Company Seller Subsidiaries or their officers and directors. No suit or proceeding shall have been instituted by any person, or, to the Knowledge knowledge of Purchaser, Company Parent or the ShareholdersSeller, shall have been threatened by any Governmental Authority, and not subsequently withdrawn, dismissed or otherwise eliminated, which seeks (i) to prohibit, restrict or delay consummation of the transactions contemplated hereby or to limit in any material respect the right of Purchaser Parent to control any material aspect of the business of Purchaser Parent and the Parent Subsidiaries or Seller or the Company Seller Subsidiaries after the Closing DateEffective Time, or (ii) to subject Purchaser or the Company Seller or their respective directors or officers to material liability on the ground that it or they have breached any Law or otherwise acted improperly in relation to the transactions contemplated by this Agreement.

Suits and Proceedings. The consummation of the transactions --------------------- contemplated hereby will not violate the provisions of any injunction, order, judgment, decree or Law applicable or effective with respect to Purchaser or the Company or their officers and directors. No suit or proceeding shall have been instituted by any person, or, to the Knowledge knowledge of Purchaser, Company or the ShareholdersMembers, shall have been threatened by any Governmental Authority, and not subsequently withdrawn, dismissed or otherwise eliminated, which seeks (i) to prohibit, restrict or delay consummation of the transactions contemplated hereby or to limit in any material respect the right of Purchaser to control any material aspect of the business of Purchaser or the Company after the Closing Date, or (ii) to subject Purchaser or the Company or their respective directors or officers to material liability on the ground that it or they have breached any Law or otherwise acted improperly in relation to the transactions contemplated by this Agreement.