Common use of Absence of Litigation Clause in Contracts

Absence of Litigation. 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 officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by the SEC, the ASX, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company or any of its subsidiaries or affiliates, the Securities or any of the Company’s or its subsidiaries, or their ’ officers or directors in their capacity as suchdirectors, that could whether of a civil or criminal nature or otherwise, which, if adversely determined, would have a material adverse effect. The Company and its subsidiaries are unaware of any facts effect on the Company’s business or circumstances which might give rise to any of the foregoingfinancial condition.

Absence of Litigation. There is no material action, suit, claim, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company Company, the Common Stock or any of the Company’s Subsidiaries, any of the Company’s or its subsidiaries, or their Subsidiaries’ officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingtransactions contemplated by the Transaction Documents.

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company or any of its subsidiaries, the Common Stock or their any of the Company's subsidiaries or any of the Company's or its subsidiaries' officers or directors in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, or their the Company’s officers or directors in their capacity as suchdirectors, whether of a civil or criminal nature or otherwise that could if adversely determined would reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 executive officers of Company or any of its subsidiariesSubsidiaries, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, the Company's Subsidiaries or their any of the Company's or the Company's Subsidiaries' officers or directors in their capacity capacities as such, that in which an adverse decision could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 Company’s Knowledge or to the knowledge of the Company or any of its subsidiariesSubsidiaries, threatened against or affecting the Company Company, the Common Stock or any of the Company’s or its subsidiaries, or their Subsidiaries’ officers or directors in their capacity capacities as such, that which could reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, the Company’s Subsidiaries or their any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacity capacities as such, that could have could, individually or in the aggregate, reasonably be expected to result in a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation that if adversely determined, individually or in the aggregate, would have a Material Adverse Effect before or by by, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company or Company, any Subsidiary, any of its subsidiariestheir respective officers or directors, or their officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingShares.

Absence of Litigation. 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 subsidiariesSubsidiaries, threatened against or affecting the Company Company, the Common Stock or any of the Company's or its subsidiaries, or their Subsidiaries' officers or directors in their capacity capacities as such, that could which would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There To the knowledge of the Company, 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 subsidiariesCompany, threatened against or affecting the Company Company, the Common Stock, the Securities or any of its subsidiaries, or their the Company’s officers or directors in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. There Except as disclosed in the Company’s public filings, 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 officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors acting as such that if determined adversely to the Company could, individually or in their capacity as suchthe aggregate, that could reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company TYDE, threatened against or affecting TYDE or any of its subsidiaries, threatened against or affecting the Company Common Stock or any of TYDE’s subsidiaries or any of TYDE’s or its subsidiaries, or their ’ officers or directors directors, whether of a civil or criminal nature or otherwise, in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. 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 Company, its Common Stock or any of its the Company’s subsidiaries, wherein an unfavorable decision, ruling or their officers or directors in their capacity as such, that could finding would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation Action before or by any court, public board, government agency, self-regulatory organization or body pending Governmental Authority or, to the knowledge Knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company or any of its subsidiaries, or their the Company’s officers or directors directors, whether of a civil or criminal nature or otherwise, in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. 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 Company, the Common Shares or any of its subsidiariesthe Company’s Subsidiaries, wherein an unfavorable decision, ruling or their officers finding would have or directors be reasonably expected to have, individually or in their capacity as suchthe aggregate, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There Except as disclosed in the Company’s public filings, 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 officers or directors in their capacity as such, that could have a material adverse effectMaterial Adverse Effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. There is are no actionclaims, suitactions, claim, proceeding, inquiry suits or investigation before or by any court, public board, government agency, self-regulatory organization or body proceedings pending or, to the knowledge of Company, threatened (or, to the knowledge of Company, any governmental or regulatory investigation pending or threatened) against Company or any of its subsidiaries or any properties or rights of Company or any of its subsidiaries, threatened against before any court, arbitrator or affecting the Company administrative, governmental or any of its subsidiariesregulatory authority or body, domestic or their officers or directors in their capacity as suchforeign which, that if decided adversely to Company, could reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect on Company.

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, or their the Company's officers or directors in their capacity capacities as such, that which could reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 subsidiariesCompany, threatened in writing against or affecting the Company which (i) adversely affects or any challenges the legality, validity or enforceability of its subsidiaries, this Agreement or their officers the Securities or directors (ii) would reasonably be expected to result in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is are no actionlegal or governmental investigations, suitactions, claim, proceeding, inquiry suits or investigation before or by any court, public board, government agency, self-regulatory organization or body proceedings pending or, to the knowledge of the Company or any of its subsidiariesCompany’s knowledge, threatened against or affecting the Company Company, its Subsidiaries or any of its subsidiariesproperties or to which the Company or its Subsidiaries is or may be a party or to which any property of the Company is or may be the subject that, if determined adversely to the Company, would, individually or their officers or directors in their capacity as suchthe aggregate, that could reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation of which the Company is aware 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 Company, the Common Stock or any of its the Company’s subsidiaries, wherein an unfavorable decision, ruling or their officers or directors in their capacity as such, that could finding would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry proceeding or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge Company’s knowledge, overtly threatened, by or before any governmental agency, court or arbitrator against the Company which questions the validity of the Agreements or the right of the Company or any of its subsidiaries, threatened against or affecting to enter in the Company or any of its subsidiariesAgreements, or their officers to consummate the transactions contemplated hereby or directors thereby, or which would reasonably be expected to result either individually or in their capacity as suchthe aggregate, that could have a in any material adverse effect. The Company and its subsidiaries are unaware of any facts change in the business, assets, liabilities, financial condition, operations or circumstances which might give rise to any prospects of the foregoingCompany.

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company or any of its subsidiariesSubsidiaries that could, individually or their officers or directors in their capacity as suchthe aggregate, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 subsidiariesSubsidiaries, threatened against or affecting the Company or any of its subsidiariesSubsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect, except as described in Schedule 3(i).

Absence of Litigation. 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 subsidiariesSubsidiaries, threatened against or affecting the Company, the Shares or any officers or directors of the Company or any of its subsidiaries, or their officers or directors Subsidiaries in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances except as set forth in SEC Documents which might give rise to any of were filed at least 10 days before the foregoingdate hereof.

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors acting as such that could, individually or in their capacity as suchthe aggregate, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 Company, the Common Stock or any of its the Company's subsidiaries, wherein an unfavorable decision, ruling or their officers or directors in their capacity as such, that could finding would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 proceeding or, to the knowledge of Company’s knowledge, investigation, pending, or, to the Company’s knowledge, threatened by or before any governmental body against the Company and in which an unfavorable outcome, ruling or finding in any of its subsidiaries, threatened against or affecting the Company or any of its subsidiariessaid matter, or their officers or directors in their capacity for all matters taken as sucha whole, that could might have a material adverse effecteffect on the Company. The Company and its subsidiaries are unaware of foregoing includes, without limitation, any facts such action, suit, proceeding or circumstances which might give rise to any investigation that questions this Agreement or the right of the foregoingCompany to execute, deliver and perform under same.

Absence of Litigation. 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 subsidiariessubsidiary, wherein an unfavorable decision, ruling or finding would (i) adversely affect the validity or enforceability of, or their officers the authority or directors in their capacity as suchability of the Company to perform its obligations under, that could this Agreement, or (ii) have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company or any of its subsidiariessubsidiaries that could, individually or their officers or directors in their capacity as suchthe aggregate, that could reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There Except as disclosed in the Form 10-K, 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 subsidiariesCompany, threatened against or affecting the Company or any of its subsidiariesSubsidiaries that could, individually or their officers or directors in their capacity as suchthe aggregate, that could have reasonably be expected to result in a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, or proceeding, or, to the Company’s knowledge, inquiry or investigation 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 subsidiariesCompany, threatened against or affecting the Company or any of its subsidiariesSubsidiaries that could, individually or their officers or directors in their capacity as suchthe aggregate, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceedingor Proceeding, or, to the Company’s knowledge, inquiry or investigation 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 subsidiariesCompany, threatened against or affecting the Company or any of its subsidiariesSubsidiary that would, individually or their officers or directors in their capacity as suchthe aggregate, that could reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 Company, the Common Stock or any of its the Company's subsidiaries or any of the Company's or the Company's subsidiaries, or their ' officers or directors in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingexcept as expressly set forth in Schedule 3(h).

Absence of Litigation. There is are no actionactions, suitsuits, claimproceedings, proceeding, inquiry claims or investigation before or by any court, public board, government agency, self-regulatory organization or body disputes pending or, to the actual knowledge of the Company after reasonable inquiry, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its subsidiaries, threatened Restricted Subsidiaries or against any of their properties or affecting revenues that could reasonably be expected to materially adversely affect the Company Loan Documents or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingtransactions contemplated thereby.

Absence of Litigation. 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 oragainst or affecting the Company or any subsidiary, to wherein an unfavorable decision, ruling or finding would (i) adversely affect the knowledge validity or enforceability of, or the authority or ability of the Company or any of its subsidiariessubsidiaries to perform its obligations under, threatened against or affecting the Company this Agreement or any of its subsidiariesthe documents contemplated herein, or their officers or directors in their capacity as such, that could (ii) have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 proceeding or, to the knowledge of Company's knowledge, investigation, pending, or, to the Company's knowledge, threatened by or before any governmental body against the Company and in which an unfavorable outcome, ruling or finding in any of its subsidiaries, threatened against or affecting the Company or any of its subsidiariessaid matter, or their officers or directors in their capacity for all matters taken as sucha whole, that could might have a material adverse effecteffect on the Company. The Company and its subsidiaries are unaware of foregoing includes, without limitation, any facts such action, suit, proceeding or circumstances which might give rise to any investigation that questions this Agreement or the Registration Rights Agreement or the right of the foregoingCompany to execute, deliver and perform under same.

Absence of Litigation. 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 subsidiariesSubsidiaries, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, the Company's Subsidiaries or their any of the Company's or the Company's Subsidiaries' officers or directors in their capacity capacities as such, that could reasonably be expected to have or result in a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, Governmental Entity or self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesSubsidiaries, threatened against or affecting the Company Company, the Common Stock or any of its subsidiariesSubsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to except where any of the foregoingforegoing would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect and except as set forth on Schedule 3(h).

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, the Company’s Subsidiaries or their officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingCompany’s or its Subsidiaries’ officers or directors, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry proceeding or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge Company's best knowledge, that has been filed, commenced or threatened, by or before any governmental agency, court or arbitrator against the Company which might have, either individually or in the aggregate, a Material Adverse Effect (including, without limitation, any such action, suit, proceeding or investigation that questions the validity of this Agreement or the issuance of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingShares hereunder).

Absence of Litigation. 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 subsidiariesSubsidiaries, threatened against or affecting the Company or any of its subsidiariesSubsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effectMaterial Adverse Effect. The Company and its subsidiaries Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by either Initial Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, or their the Company’s officers or directors in their capacity capacities as such, that could is expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There Except for the Litigation and as disclosed in Schedule 3.1(i), there is no action, suit, claim, proceedingor Proceeding, or, to the Company’s Knowledge, inquiry or investigation investigation, before or by any court, public board, government or other regulatory agency, self-regulatory organization or body pending or, to the knowledge Knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company or any of its subsidiariesSubsidiary that could, individually or their officers or directors in their capacity as suchthe aggregate, that could be reasonably expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 subsidiariesSubsidiaries, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, the Subsidiaries or their any of the Company’s or the Subsidiaries’ officers or directors in their capacity capacities as such, that could which would reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company or any of its subsidiariesSubsidiaries, the Common Shares or their any of the Company’s Subsidiaries or any of the Company’s or its Subsidiaries’ officers or directors directors, whether of a civil or criminal nature or otherwise, in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of except as disclosed in the foregoingSEC Documents.

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company or any of its subsidiariesCompany, or their officers or directors in their capacity as such, that could have a material adverse effectMaterial Adverse Effect. The Company and its subsidiaries Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation Action before or by any court, public board, government agency, self-regulatory organization or body Governmental Authority pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company or any of its subsidiaries, or their the Company’s officers or directors directors, whether of a civil or criminal nature or otherwise, in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, or their the Company’s officers or directors in their capacity capacities as such, that which could reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company or any of its subsidiariesSubsidiaries, the Common Stock or their any of the Company's Subsidiaries or any of the Company's or its Subsidiaries' officers or directors in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingexcept as set forth in Schedule 3(t).

Absence of Litigation. There Except as disclosed in the Public Disclosure Record, there is no action, suit, claim, proceedingor Proceeding pending, inquiry or investigation or, to the Company’s knowledge, threatened, before or by any court, public board, government agency, self-regulatory organization or body pending orthat adversely affect or challenge the legality, to the knowledge validity or enforceability of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingTransaction Documents or that would, individually or in the aggregate, have or be reasonably likely to result in a Material Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or adversely affecting the Company or any of its subsidiariesSubsidiaries, the Common Stock or their officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingCompany's Subsidiaries or any of the Company's or its Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no actionAction, 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 subsidiariesSubsidiaries, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, the Company’s Subsidiaries or their any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacity capacities as such, that which could reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 subsidiariesSubsidiaries, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, the Company's Subsidiaries or their any of the Company's or the Company's Subsidiaries' officers or directors in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of except as set forth in the foregoingDisclosure Letter.

Absence of Litigation. 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 subsidiariesSubsidiaries, threatened against or affecting the Company or any of its subsidiariesSubsidiaries, the Common Stock or their any of the Company’s or its Subsidiaries’ officers or directors in their capacity capacities as such, that could which would reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 subsidiariesSubsidiaries, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, the Company’s Subsidiaries or their any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacity capacities as such, that could have which would reasonably be expected to result in a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company Company, the Common Stock or any of the Company's Subsidiaries or any of the Company's or its subsidiaries, or their Subsidiaries' officers or directors in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingexcept as set forth in Schedule 3(t).

Absence of Litigation. 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 officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company Company, the Common Stock, the Securities or any of its subsidiaries, or their the Company’s officers or directors in their capacity capacities as suchsuch which would, that could have individually or in the aggregate, reasonably be expected to result in a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 subsidiariesSubsidiaries, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, the Company's Subsidiaries or their any of the Company's or the Company's Subsidiaries' officers or directors in their capacity capacities as such, that could have a material adverse effectexcept as expressly set forth in Schedule 3(h). The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.-------------

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company or any of its subsidiariesSubsidiaries, the Common Shares or their any of the Company's Subsidiaries or any of the Company's or its Subsidiaries' officers or directors in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingexcept as set forth in Schedule 3(t).

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company or any of its subsidiaries, or their the Company’s officers or directors directors, whether of a civil or criminal nature or otherwise, in their capacity capacities as such, that could except as would not have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise effect on the Company’s ability to any of consummate the foregoingtransactions contemplated by this Agreement.

Absence of Litigation. There To the Company’s knowledge, 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 oror threatened against the Company, to the knowledge of the Company Common Stock or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their Company’s officers or directors in their capacity capacities as such, that could which would reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 subsidiariesSubsidiaries, threatened against or affecting the Company or any of its subsidiariesSubsidiaries, or their officers or directors in their capacity capacities as such, that could have a material adverse effectMaterial Adverse Effect. The Company and its subsidiaries Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors acting as such that could, individually or in their capacity as suchthe aggregate, that could have a material adverse effectMaterial Adverse Effect. The Company and its subsidiaries are unaware is not aware of any facts or circumstances which might would reasonably be expected to give rise to any of the foregoingsuch action or proceeding.

Absence of Litigation. 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 officers or directors in their capacity as such, that could have a material adverse effectMaterial Adverse Effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agencyGovernmental Authority, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany’s knowledge, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, or their the Company’s officers or directors in their capacity capacities as such, such that could if determined adversely to the Company or other such party would reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts Material Adverse Effect or circumstances which might give rise would reasonably be expected to any impair the ability of the foregoingCompany to perform its obligations under this Agreement.

Absence of Litigation. 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 subsidiariesSubsidiaries, threatened against or affecting the Company Company, the Common Shares or any of the Company’s or its subsidiaries, or their Subsidiaries’ officers or directors in their capacity capacities as such, that which could reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company or any of its subsidiariesCompany, or their officers or directors in their capacity as such, that could have a material adverse effectMaterial Adverse Effect. The Company and its subsidiaries Subsidiaries are unaware of any facts or circumstances which that might give rise to any of the foregoing.

Absence of Litigation. 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 officers or directors in their capacity as such, subsidiaries that could is reasonably likely to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 subsidiariesSubsidiaries, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, the Company's Subsidiaries or their any of the Company's or the Company's Subsidiaries' officers or directors in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingexcept as expressly set forth in Schedule 3(h).

Absence of Litigation. There Except as would not reasonably be expected to have a Material Adverse Effect, 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 Company, the Shares or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingCompany’s Subsidiaries.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, the Company's Subsidiaries or their officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingCompany's or its Subsidiaries' officers or directors, that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Litigation. (a) There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body Action pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its subsidiaries, threatened against or affecting the Company Subsidiaries or any of their respective properties by or before any Governmental Entity and (b) neither the Company nor any of its subsidiariesSubsidiaries nor any of their respective properties is or are subject to any judgment, order, injunction, rule or their officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware decree of any facts Governmental Entity; except in each case as would not reasonably be expected to have, individually or circumstances which might give rise to any of in the foregoingaggregate, a Company Material Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by the SEC, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company or any of its subsidiaries or affiliates, the Securities or any of the Company’s or its subsidiaries, or their ’ officers or directors in their capacity as suchdirectors, that could whether of a civil or criminal nature or otherwise, which, if adversely determined, would have a material adverse effect. The Company and its subsidiaries are unaware of any facts effect on the Company’s business or circumstances which might give rise to any of the foregoingfinancial condition.

Absence of Litigation. There Except as disclosed in the Public Disclosure Documents, there is no action, suit, claimclaim or proceeding, proceedingor, to the Company’s knowledge, inquiry or investigation 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 subsidiariesCompany, threatened against or affecting the Company or any of its subsidiariesthe Subsidiaries that would be reasonably expected, individually or their officers or directors in their capacity as suchthe aggregate, that could to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There Except as disclosed in the Company’s public filings, 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 threatened, against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. There is no claim, action, suit, claim, proceeding, inquiry proceeding 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 subsidiariesCompany, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of their respective properties or assets at law or in equity, and there are no Orders, before any arbitrator or Governmental Authority, in each case as would have, or would reasonably be expected to have, individually or in the foregoingaggregate, a Company Material Adverse Effect.

Absence of Litigation. There is are no actionlegal or governmental investigations, suitactions, claim, proceeding, inquiry suits or investigation before or by any court, public board, government agency, self-regulatory organization or body proceedings pending or, to the knowledge of the Company or any of its subsidiariesCompany's knowledge, threatened against or affecting the Company Company, its Subsidiaries or any of its subsidiariesproperties or to which the Company or its Subsidiaries is or may be a party or to which any property of the Company is or may be the subject that, if determined adversely to the Company, would, individually or their officers or directors in their capacity as suchthe aggregate, that could reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is no material action, suit, claim, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, the Company's Subsidiaries or their officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingCompany's or its Subsidiaries' officers or directors, except as set forth in Schedule 3(t).

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company, the Company Common Stock or any of its subsidiaries, the Company’s Subsidiaries or their any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingexcept as set forth in Schedule 3(s).

Absence of Litigation. There Except as disclosed in the Company’s public filings, 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 officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or its subsidiaries, or their Subsidiaries’ officers or directors in their capacity capacities as such, that could which individually or in the aggregate would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by either Initial Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCompany, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, or their the Company's officers or directors in their capacity capacities as such, that could is expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 subsidiariesCompany, actually threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, or their the Company’s officers or directors in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. 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 subsidiariesCompany’s Knowledge, threatened against or affecting the Company Company, the Common Stock, the Warrants or any of the Company’s or its subsidiaries, or their Subsidiaries’ officers or directors in their capacity capacities as such, that could which would reasonably be expected, individually or in the aggregate, to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There To the knowledge of the Company, 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 Company, the Common Stock or any of its the Company’s subsidiaries, wherein an unfavorable decision, ruling or their officers or directors in their capacity as such, that could finding would (i) have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry proceeding or investigation before or by any courtcommenced, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiariesCorporation, threatened threatened, against or affecting the Company or Corporation, any of its subsidiariesSubsidiary, or their officers respective businesses, or directors in their capacity as such, that could have to which the Corporation or any Subsidiary is or may be a material adverse effect. The Company and its subsidiaries are unaware of party or to which any facts or circumstances which might give rise to any asset of the foregoingCorporation or a Subsidiary is or may be subject under applicable laws which, in any one case or in the aggregate, if determined adversely to the interest of the Corporation or the applicable Subsidiary, might result in any Material Adverse Effect.

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company or the Banks or any of its subsidiaries, or their officers or directors acting as such that would, individually or in their capacity as suchthe aggregate, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company or any Subsidiary or any of the Company’s or its subsidiaries, or their Subsidiaries’ officers or directors in their capacity capacities as such, that could have which would, if there were an unfavorable decision, reasonably be expected to result in a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company or any of its subsidiariessubsidiaries which (i) adversely affects or challenges the legality, validity or their officers enforceability of this Agreement, the License Agreement or directors in their capacity as such, that could the transactions contemplated hereby or thereby or (ii) would have or reasonably be expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 Xxxxxx or any of its subsidiariesSubsidiaries, threatened against or affecting the Company Xxxxxx or any of its subsidiariesSubsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effectMaterial Adverse Effect. The Company Xxxxxx and its subsidiaries Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. 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 Company, the Common Stock, the Notes, the New Notes or any of its subsidiaries, or their the Company’s officers or directors in their capacity capacities as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of other than what is disclosed in the foregoingCompany’s public filings.

Absence of Litigation. There is no action, suit, claim, proceeding, or to the Company’s knowledge any 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 Company, the Ordinary Shares or any of its subsidiariesthe Company’s Subsidiaries, wherein an unfavorable decision, ruling or their officers or directors in their capacity as such, that could finding would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 subsidiariesCompany, threatened against or affecting the Company Company, the Common Stock or any of its subsidiaries, or their the Company’s officers or directors in their capacity capacities as such, that could which is reasonably expected to have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.

Absence of Litigation. 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 Seller, against the Company or any of its subsidiariesSubsidiaries, threatened against or affecting the Company Seller, the Company, or any of its subsidiariesSubsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. Material Adverse Effect The Seller, the Company and its subsidiaries Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. There is no action, suit, claim, suit or proceeding, or governmental inquiry or investigation before or by any courtinvestigation, public boardpending, government agency, self-regulatory organization or body pending or, to the knowledge best of the Company's knowledge, any basis therefore or threat thereof, against the Company or any subsidiary of the Company, which would be reasonably likely to have a material adverse effect on the assets, business, properties, financial condition or results of operations of the Company or any subsidiary of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have (a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing"Material Adverse Effect").

Absence of Litigation. There Except as disclosed to the Buyer or in the Company’s public filings, 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 officers or directors in their capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoingMaterial Adverse Effect.