Common use of Absence of Legal Proceedings Clause in Contracts

Absence of Legal Proceedings. Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company or any Guarantor, threatened, against or affecting the Company, Holdings or any of Holdings’ other subsidiaries, which, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which, individually or in the aggregate, might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or each of the Registration Statement, the Time of Sale Information and the Prospectus, or the performance by the Company and each Guarantor of its obligations hereunder or under the Transaction Documents; and the aggregate of all pending legal or governmental proceedings to which the Company, Holdings or any of Holdings’ other subsidiaries is a party or of which any of their respective property or assets is the subject which are not described in the Registration Statement, the Time of Sale Information or the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.