No claim, action, suit or proceeding shall have been instituted or shall be threatened by any person which seeks to prohibit, restrict or delay consummation of the terms of this Agreement, or any of the conditions to consummation of such fulfilling of the terms of this Agreement, or to subject TCA CRESENT to liability on the ground that it have breached any law or regulation or otherwise acted improperly in relation to the transactions contemplated by this Agreement.