Common use of Absence of Certain Proceedings Clause in Contracts

Absence of Certain Proceedings. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their respective businesses, properties or assets or their officers or directors in their capacity as such, that would have a Material Adverse Effect. The Company is unaware of any facts or circumstances which might give rise to any of the foregoing. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or executive officer of the Company or any of its Subsidiaries.

Absence of Certain Proceedings. There is exists no action, suit, claim, proceeding, inquiry or investigation before or by any court, public boardboard or body, government agencyor governmental agency pending or threatened against or affecting the Company, self-regulatory organization in any such case wherein an unfavorable decision, ruling or body pending orfinding would have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company, or the transactions contemplated hereunder or which could adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations hereunder; and to the Company’s knowledge of there is not pending or contemplated any, and there has been no, investigation by the SEC involving the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their respective businesses, properties or assets or their officers or directors in their capacity as such, that would have a Material Adverse Effect. The Company is unaware of any facts or circumstances which might give rise to any of the foregoing. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director directors or executive officer of the Company or any of its Subsidiariesofficers.