Common use of Absence of Certain Litigation Clause in Contracts

Absence of Certain Litigation. There shall not be threatened, instituted or pending any action, proceeding, application or counterclaim by any Governmental Entity or third party before any court or governmental regulatory or administrative agency, authority or tribunal (i) which if adversely determined would have a material adverse effect on the Surviving Corporation or the ability of Parent or Sub to perform their obligations hereunder or in connection with the Financing, or (ii) which challenges or seeks to challenge, restrain or prohibit the consummation of the Merger.