Common use of Absence of Certain Proceedings Clause in Contracts

Absence of Certain Proceedings. There is no action, suit or proceeding, before or by any court, public board or body or governmental agency (an "Action") pending or, to the knowledge of the Company, threatened against the Company and, to the knowledge of the Company, there is no inquiry or investigation before or by any court, public board or body or governmental agency pending or threatened against the Company, in any such case wherein an unfavorable decision, ruling or finding would have a material adverse effect on the properties, business, condition (financial or other), results of operations or prospects of the Company or the transactions contemplated by this Agreement or any of the documents contemplated hereby or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. Neither the Company nor any director or officer thereof is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The Company does not have pending before the SEC any request for confidential treatment of information and to the knowledge of the Company, no such request will be made by the Company prior to the time the Registration Statement relating to the Initial Shares which is contemplated by the Registration Rights Agreements is first ordered effective by the SEC; and, to the knowledge of the Company, there is not pending or contemplated and has not been any investigation by the SEC of the Company or any director or officer of the Company.

Absence of Certain Proceedings. There is no action, suit or proceeding, before or by any court, public board or body or governmental agency (an "Action") pending or, to the knowledge of the CompanyCompany or any of the Subsidiaries, threatened against the Company and, to the knowledge or any of the Company, Subsidiaries and there is no inquiry or investigation before or by any court, public board or body or governmental agency pending or, to the knowledge of the Company or any of the Subsidiaries, threatened against the CompanyCompany or any of the Subsidiaries, in any such case wherein an unfavorable decision, ruling or finding would have a material adverse effect on the business, properties, businessthe, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries taken as a whole or the transactions contemplated by this Agreement or any of the documents contemplated hereby or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. Neither ; the Company nor any director or officer thereof is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The Company does not have pending before the SEC any request for confidential treatment of information and to the knowledge best of the Company, 's knowledge no such request will be made by the Company prior to the time the Registration Statement relating to the Initial Common Shares which is contemplated by the Registration Rights Agreements Agreement is first ordered effective by the SEC; andand there has not been, and to the knowledge best of the Company, 's knowledge there is not pending or contemplated and has not been contemplated, any investigation by the SEC of involving the Company or any current or former director or officer of the Company.

Absence of Certain Proceedings. There Except as disclosed in the SEC Reports, there is no action, suit or suit, proceeding, inquiry or investigation before or by any court, arbitrator, public board or body or governmental agency (collectively, an "Action") pending or, to the knowledge of the CompanyCompany or any Subsidiary, threatened against the Company and, to the knowledge of the Company, there is no inquiry or investigation before or by any court, public board or body or governmental agency pending or threatened against the CompanySubsidiary, in any such case wherein an unfavorable decision, ruling or finding would have a Company Material Adverse Effect or a material adverse effect on the properties, business, condition (financial or other), results of operations or prospects of the Company or the transactions contemplated by this Agreement or any of the documents contemplated hereby or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. Neither ; neither the Company or any Subsidiary nor any director or officer thereof is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The ; except as set forth on SCHEDULE 3(i)-1 attached hereto, the Company does not have pending before the SEC any request for confidential treatment of information and to the knowledge best of the Company, 's knowledge no such request will be made by the Company prior to the time the Registration Statement relating to the Initial Common Shares which is contemplated by the Registration Rights Agreements Agreement is first ordered effective by the SEC; andand there has not been, and to the knowledge best of the Company, 's knowledge there is not pending or contemplated and has not been contemplated, any investigation by the SEC of involving the Company or any current or former director or officer of the Company.

Absence of Certain Proceedings. There Except as disclosed in the SEC Reports or on Schedule 3(i) to this Agreement, there is no action, suit or suit, proceeding, inquiry or investigation before or by any court, arbitrator, public board or body or governmental agency (collectively, an "Action") pending or, to the knowledge of the CompanyCompany or the Subsidiary, threatened against the Company and, to or the knowledge of the Company, there is no inquiry or investigation before or by any court, public board or body or governmental agency pending or threatened against the CompanySubsidiary, in any such case wherein an unfavorable decision, ruling or finding would have a material adverse effect on the business, properties, businessoperations, condition (financial or other), results of operations or prospects of the Company and the Subsidiary, taken as a whole, or the transactions contemplated by this Agreement or any of the documents contemplated hereby or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. Neither ; neither the Company or the Subsidiary nor any director or officer thereof is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The ; the Company does not have pending before the SEC any request for confidential treatment of information and to the knowledge best of the Company, 's knowledge no such request will be made by the Company prior to the time the Registration Statement relating to the Initial Common Shares which is contemplated by the Registration Rights Agreements Agreement is first ordered effective by the SEC; andand there has not been, and to the knowledge best of the Company, 's knowledge there is not pending or contemplated and has not been contemplated, any investigation by the SEC of involving the Company or any current or former director or officer of the Company.

Absence of Certain Proceedings. There Except as disclosed in the SEC Reports or on SCHEDULE 3(I) to this Agreement, there is no action, suit or suit, proceeding, inquiry or investigation before or by any court, arbitrator, public board or body or governmental agency (collectively, an "Action") pending or, to the knowledge of the CompanyCompany or the Subsidiary, threatened against the Company and, to or the knowledge of the Company, there is no inquiry or investigation before or by any court, public board or body or governmental agency pending or threatened against the CompanySubsidiary, in any such case wherein an unfavorable decision, ruling or finding would have a material adverse effect on the business, properties, businessoperations, condition (financial or other), results of operations or prospects of the Company and the Subsidiary, taken as a whole, or the transactions contemplated by this Agreement or any of the documents contemplated hereby or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. Neither ; neither the Company or the Subsidiary nor any director or officer thereof is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The ; the Company does not have pending before the SEC any request for confidential treatment of information and to the knowledge best of the Company, 's knowledge no such request will be made by the Company prior to the time the Registration Statement relating to the Initial Common Shares which is contemplated by the Registration Rights Agreements Agreement is first ordered effective by the SEC; andand there has not been, and to the knowledge best of the Company, 's knowledge there is not pending or contemplated and has not been contemplated, any investigation by the SEC of involving the Company or any current or former director or officer of the Company.

Absence of Certain Proceedings. There Except as disclosed in the SEC Reports or on SCHEDULE 3(I) attached hereto, there is no action, suit or suit, proceeding, before or by any court, public board or body or governmental agency (an "Action") pending or, to the knowledge of the Company, threatened against the Company and, to the knowledge of the Company, there is no inquiry or investigation before or by any court, public board or body or governmental agency (collectively, an "Action") pending or, to the knowledge of the Company or any Subsidiary, threatened against the CompanyCompany or any Subsidiary, in any such case wherein an unfavorable decision, ruling or finding would have a material adverse effect on the business, properties, business, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries, taken as a whole, or the transactions contemplated by this Agreement or any of the documents contemplated hereby or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. Neither ; neither the Company or any Subsidiary nor any director or officer thereof is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The ; the Company does not have pending before the SEC any request for confidential treatment of information and to the knowledge best of the Company, 's knowledge no such request will be made by the Company prior to the time the Registration Statement relating to the Initial Common Shares which is contemplated by the Registration Rights Agreements Agreement is first ordered effective by the SEC; andand there has not been, and to the knowledge best of the Company, 's knowledge there is not pending or contemplated and has not been contemplated, any investigation by the SEC of involving the Company or any current or former director or officer of the Company.

Absence of Certain Proceedings. There Except as disclosed in the SEC Reports or on SCHEDULE 3(i) attached hereto, there is no action, suit or suit, proceeding, before or by any court, public board or body or governmental agency (an "Action") pending or, to the knowledge of the Company, threatened against the Company and, to the knowledge of the Company, there is no inquiry or investigation before or by any court, public board or body or governmental agency (collectively, an "Action") pending or, to the knowledge of the Company or any Subsidiary, threatened against the CompanyCompany or any Subsidiary, in any such case wherein an unfavorable decision, ruling or finding would have a material adverse effect on the business, properties, business, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries, taken as a whole, or the transactions contemplated by this Agreement or any of the documents contemplated hereby or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. Neither ; neither the Company or any Subsidiary nor any director or officer thereof is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The ; the Company does not have pending before the SEC any request for confidential treatment of information and to the knowledge best of the Company, 's knowledge no such request will be made by the Company prior to the time the Registration Statement relating to the Initial Common Shares which is contemplated by the Registration Rights Agreements Agreement is first ordered effective by the SEC; andand there has not been, and to the knowledge best of the Company, 's knowledge there is not pending or contemplated and has not been contemplated, any investigation by the SEC of involving the Company or any current or former director or officer of the Company.

Absence of Certain Proceedings. There Except as described in the SEC Reports, there is no action, suit or suit, proceeding, before or by any court, public board or body or governmental agency (an "Action") pending or, to the knowledge of the Company, threatened against the Company and, to the knowledge of the Company, there is no inquiry or investigation before or by any court, public board or body pending or, to the knowledge of the Company or governmental agency pending or any of its Subsidiaries, threatened against or affecting the Company, in Company or any such case of its Subsidiaries wherein an unfavorable decision, ruling or finding would could have a material adverse effect on the business, properties, businessoperations, condition (financial or other), results of operations or or, to the best of the Company's knowledge after due inquiry, prospects of the Company and its Subsidiaries taken as a whole or the transactions contemplated by this Agreement Agreement, the Security Agreement, the Note, the Final Maturity Note, the Warrants or any of the documents contemplated hereby thereby or which would could adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement Agreement, the Security Agreement, the Note, the Final Maturity Note, the Warrants or any of such other documents. Neither ; the Company nor any director or officer thereof is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The Company does not have pending before the SEC any request for confidential treatment of information and to the knowledge best of the Company, 's knowledge no such request will be made by the Company prior to the time the Registration Statement relating SEC Effective Date; and to the Initial Shares which is contemplated by the Registration Rights Agreements is first ordered effective by the SEC; and, to the knowledge best of the Company, 's knowledge there is not pending or contemplated contemplated, and there has not been any no, investigation by the SEC of involving the Company or any director or officer of the Company.

Absence of Certain Proceedings. There Except as disclosed in the SEC Reports, there is no action, suit or suit, proceeding, inquiry or investigation before or by any court, arbitrator, public board or body or governmental agency (collectively, an "Action") pending or, to the knowledge of the Company, threatened against the Company and, to the knowledge of the Company, there is no inquiry or investigation before or by any court, public board or body or governmental agency pending or threatened against the Company, in any such case wherein an unfavorable decision, ruling or finding would have a material adverse effect on the business, properties, businessoperations, condition (financial or other), results of operations or prospects of the Company or the transactions contemplated by this Agreement or any of the documents contemplated hereby or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. Neither ; except as disclosed on Schedule 3(i) to this Agreement, neither the Company nor any director or officer thereof is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The ; except as disclosed on Schedule 3(i) to this Agreement, the Company does not have pending before the SEC any request for confidential treatment of information and to the knowledge best of the Company, 's knowledge no such request will be made by the Company prior to the time the Registration Statement relating to the Initial Common Shares which is contemplated by the Registration Rights Agreements Agreement is first ordered effective by the SEC; andand there has not been, and to the knowledge best of the Company, 's knowledge there is not pending or contemplated and has not been contemplated, any investigation by the SEC of involving the Company or any current or former director or officer of the Company.

Absence of Certain Proceedings. There is no action, suit or proceeding, before or by any court, public board or body or governmental agency (an "Action") pending or, to the knowledge of the Company, threatened against the Company and, to the knowledge of the Company, there is no inquiry or investigation before or by any court, public board or body or governmental agency pending or threatened against the Company, in any such case wherein an unfavorable decision, ruling or finding would have a material adverse effect on the properties, business, condition (financial or other), results of operations or prospects of the Company or the transactions contemplated by this Agreement or any of the documents contemplated hereby or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. Neither the Company nor any director or officer thereof is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The Company does not have pending before the SEC any request for confidential treatment of information and to the knowledge of the Company, no such request will be made by the Company prior to the time the Registration Statement relating to the Initial Warrant Shares which is contemplated by the Registration Rights Agreements is first ordered effective by the SEC; and, to the knowledge of the Company, there is not pending or contemplated and has not been any investigation by the SEC of the Company or any director or officer of the Company.

Absence of Certain Proceedings. There is no action, suit or proceeding, before or by any court, public board or body or governmental agency (an "Action") pending or, to the knowledge of the CompanyCompany or any of its subsidiaries, threatened against the Company and, to the knowledge of the Company, there is no inquiry or investigation before or by any court, public board or body or governmental agency pending or threatened against the Company, in any such case wherein an unfavorable decision, ruling or finding would could have a material adverse effect on the business, properties, businessoperations, condition (financial or other), results of operations or prospects of the Company or the transactions contemplated by this Agreement or any of the documents contemplated hereby or which would could adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. Neither ; the Company nor any director or officer thereof is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The Company does not have pending before the SEC any request for confidential treatment of information and to the knowledge best of the Company, 's knowledge no such request will be made by the Company prior to the time the Registration Statement relating to the Initial Common Shares which is contemplated by the Registration Rights Agreements Agreement is first ordered effective by the SEC; and, and to the knowledge best of the Company, 's knowledge there is not pending or contemplated contemplated, and there has not been any no, investigation by the SEC of involving the Company or any director or officer of the Company.

Absence of Certain Proceedings. There Except as described in the SEC Reports, there is no action, suit or suit, proceeding, before or by any court, public board or body or governmental agency (an "Action") pending or, to the knowledge of the Company, threatened against the Company and, to the knowledge of the Company, there is no inquiry or investigation before or by any court, public board or body or governmental agency (collectively, an "Action") pending or, to the knowledge of the Company or the Subsidiary, threatened against the CompanyCompany or the Subsidiary, in any such case wherein an unfavorable decision, ruling or finding would have a material adverse effect on the business, properties, business, condition (financial or other), results of operations or prospects of the Company and the Subsidiary, taken as a whole or the transactions contemplated by this Agreement or any of the documents contemplated hereby or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. Neither ; neither the Company or any subsidiary nor any director or officer thereof is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The ; the Company does not have pending before the SEC any request for confidential treatment of information and to the knowledge best of the Company, 's knowledge no such request will be made by the Company prior to the time the Registration Statement relating to the Initial Common Shares which is contemplated by the Registration Rights Agreements Agreement is first ordered effective by the SEC; andand there has not been, and to the knowledge best of the Company, 's knowledge there is not pending or contemplated and has not been contemplated, any investigation by the SEC of involving the Company or any current or former director or officer of the Company.

Absence of Certain Proceedings. There Except as set forth in ------------------------------ Schedule 4.16, there is no action, suit suit, inquiry, notice of violation, ------------- proceeding or proceeding, before or by any court, public board or body or governmental agency (an "Action") investigation pending or, to the knowledge of the Company, threatened against or affecting the Company and, to the knowledge or any of the Company, there is no inquiry its Subsidiaries or investigation any of their respective properties before or by any court, public board arbitrator, governmental or body administrative agency or governmental agency pending regulatory authority (federal, state, county, local or threatened against foreign) (collectively, an "Action") which (i) adversely affects or challenges ------ the Companylegality, in validity or enforceability of any such case wherein of the Transaction Documents or the Securities or (ii) would be reasonably likely to, if there were an unfavorable decision, ruling individually or finding would in the aggregate, have or result in a material adverse effect on Material Adverse Effect. Within five years prior to the propertiesdate of this Agreement, business, condition (financial or other), results of operations or prospects of neither the Company or the transactions contemplated by this Agreement or nor any of the documents contemplated hereby or which would adversely affect the validity or enforceability ofSubsidiary, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. Neither the Company nor any director or officer thereof thereof, is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The Company does not have pending before the SEC Commission any request for confidential treatment of information and to the Company has no knowledge of the Company, no any such expected request will that would be made by the Company prior to the time date the Registration Statement relating to the Initial Shares which is contemplated by (as defined in the Registration Rights Agreements Agreement) is first ordered declared effective by the SEC; and. There has not been, and to the knowledge best of the Company, 's knowledge there is not pending or contemplated and has not been contemplated, any investigation by the SEC of Commission involving the Company or any current or former director or officer of the Company.

Absence of Certain Proceedings. There Except as disclosed in the SEC Reports, there is no action, suit or suit, proceeding, inquiry or investigation before or by any court, arbitrator, public board or body or governmental agency (collectively, an "Action") pending or, to the knowledge of the CompanyCompany and the Subsidiaries, threatened against the Company and, to the knowledge of the Company, there is no inquiry or investigation before or by any court, public board or body or governmental agency pending or threatened against the CompanySubsidiary, in any such case wherein an unfavorable decision, ruling or finding would have a material adverse effect on the business, properties, businessoperations, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries, taken as a whole, or the transactions contemplated by this Agreement or any of the documents contemplated hereby Transaction Documents or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations underunder the Transaction Documents; neither the Company, this Agreement or any of such other documents. Neither the Company Subsidiary nor any director or officer thereof is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The ; the Company does not have pending before the SEC any request for confidential treatment of information and to the knowledge best of the Company, 's knowledge no such request will be made by the Company prior to the time the Registration Statement relating to the Initial Common Shares which is contemplated by the Registration Rights Agreements Agreement is first ordered effective by the SEC; andand there has not been, and to the knowledge best of the Company, 's knowledge there is not pending or contemplated and has not been contemplated, any investigation by the SEC of involving the Company or any current or former director or officer of the Company.

Absence of Certain Proceedings. There Except as disclosed in the SEC Reports, there is no action, suit or suit, proceeding, before or by any court, public board or body or governmental agency (an "Action") pending or, to the knowledge of the Company, threatened against the Company and, to the knowledge of the Company, there is no inquiry or investigation before or by any court, public board or body or governmental agency (collectively, an "Action") pending or, to the knowledge of the Company or any Subsidiary, threatened against the CompanyCompany or any Subsidiary, in any such case wherein an unfavorable decision, ruling or finding would have a material adverse effect on the business, properties, business, condition (financial or other), results of operations or prospects of the Company and the Subsidiaries, taken as a whole, or the transactions contemplated by this Agreement or any of the documents contemplated hereby or which would adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. Neither ; neither the Company or any Subsidiary nor any director or officer thereof is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The ; the Company does not have pending before the SEC any request for confidential treatment of information and to the knowledge best of the Company, 's knowledge no such request will be made by the Company prior to the time the Registration Statement relating to the Initial Common Shares which is contemplated by the Registration Rights Agreements Agreement is first ordered effective by the SEC; and, other than as disclosed in writing to the knowledge Buyer, there has not been, and to the best of the Company, 's knowledge there is not pending or contemplated and has not been contemplated, any investigation by the SEC of involving the Company or any current or former director or officer of the Company.

Absence of Certain Proceedings. There Except as disclosed in the SEC Reports, there is no action, suit or proceeding, before or by any court, public board or body or governmental agency (an "Action") pending or, to the knowledge of the CompanyCompany or any of its subsidiaries, threatened against the Company and, to the knowledge of the Company, there is no inquiry or investigation before or by any court, public board or body or governmental agency pending or threatened against the Company, in any such case wherein an unfavorable decision, ruling or finding would could have a material adverse effect on the business, properties, businessoperations, condition (financial or other), results of operations or prospects of the Company or the transactions contemplated by this Agreement or any of the documents contemplated hereby or which would could adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of such other documents. Neither ; the Company nor any director or officer thereof is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The Company does not have pending before the SEC any request for confidential treatment of information and to the knowledge best of the Company, 's knowledge no such request will be made by the Company prior to the time the Registration Statement relating to the Initial Common Shares which is contemplated by the Registration Rights Agreements Agreement is first ordered effective by the SEC; and, and to the knowledge best of the Company, 's knowledge there is not pending or contemplated contemplated, and there has not been any no, investigation by the SEC of involving the Company or Company, any director or officer of the Company or any former director or officer of the Company based upon the former director's or officer's affiliation with the Company.