There shall not be: (i) pending by or before any Governmental Authority any Proceeding that (A) seeks to frustrate, prevent or restrict the consummation of the Transactions on their terms, and the conferring upon the Purchaser and the Company all of their respective rights and benefits, contemplated by this Agreement, or which has or could have the effect of limiting or restricting Purchaser’s ownership or the conduct or operation of the business by the Company following the Closing, (B) Other than as is set forth in Section 3.12 of the Company Disclosure Schedule , seeks the award of Losses in an amount which is reasonably determined by the Purchaser to be material and payable by, or any other remedy against, the Company if the Transactions are consummated, or (C) seeks remedy to the effect that any of the Company Products, its technologies or Intellectual Property, or otherwise the business of the Company, infringes, misappropriates or otherwise violates the Intellectual Property rights of any other Person; or (ii) any Proceeding threatened in writing by any Person that if successful would have any of the effects described in clause (i) above.