Common use of Threatened or Pending Proceedings Clause in Contracts

Threatened or Pending Proceedings. No claim, action, suit, arbitration, investigation or other legal or administrative proceeding shall have been instituted or threatened by parties other than Buyer or any of its Affiliates prior to the Closing pertaining to the transactions contemplated hereby, the result of which could in Buyer’s reasonable judgment either prevent or make illegal the consummation of such transactions or be materially adverse to the Company’s business or the operations, assets, properties, prospects, financial condition or the results of operation of the Company.

Threatened or Pending Proceedings. No claim, action, suit, arbitration, investigation or other legal or administrative proceeding shall have been instituted or threatened by parties other than Buyer the Shareholder Parties or any of its Affiliates the Company prior to the Closing pertaining to the transactions contemplated hereby, the result of which could in Buyer’s Shareholder Parties’ reasonable judgment either prevent or make illegal the consummation of such transactions or be materially adverse to the Company’s business or the operations, assets, properties, prospects, financial condition or the results of operation of the Shareholder Parties or the Company.