Common use of Absence of Litigation Clause in Contracts

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending against the Company before any court, arbitrator, arbitrator or governmental body, agency or officialofficial and shall be pending.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall will have been instituted or be pending before any court, arbitrator, governmental body, agency or officialGovernmental Authority.

Absence of Litigation. No action, suit, or proceeding challenging before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closingits consummation, shall have been instituted or be pending threatened on or before any court, arbitrator, governmental body, agency or officialthe Closing Date.

Absence of Litigation. No proceeding challenging this Agreement or the Related Agreements or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated herebyaction, suit, or seeking proceeding before any court or any governmental body or authority, pertaining to prohibitthe transaction contemplated by this Agreement, alter, prevent or materially delay the Closingto its consummation, shall have been instituted or be pending threatened on or before any court, arbitrator, governmental body, agency or officialthe Closing Date.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall will have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall will have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, arbitrator or governmental body, agency or officialofficial and shall be pending.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Second Closing, shall have been instituted instituted, threatened or be pending before any court, arbitrator, governmental body, agency official or officialGovernmental Authority.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the applicable Closing, shall will have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated herebyTransactions, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the First Tranche Closing, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the First Closing, shall have been instituted instituted, threatened or be pending before any court, arbitrator, governmental body, agency official or officialGovernmental Authority.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated herebyhereby or thereby, or seeking to obtain damages or prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending against the Company before any court, arbitrator, governmental body, agency or officialGovernmental Entity and shall be pending.

Absence of Litigation. No proceeding initiated by a Governmental Authority and challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prohibit or prevent or materially delay the Closing, shall will have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, Closing shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No action, suit or proceeding challenging this Agreement Agreement, the other Related Documents or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, arbitrator or governmental body, agency or officialofficial and shall be pending.

Absence of Litigation. No proceeding which could reasonably be expected to succeed on its merits challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the ClosingClosing or the closing of the Merger, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, Proceeding shall have been instituted or be pending before any courtThreatened on or prior to the Closing Date seeking to enjoin, arbitratorrestrain, governmental bodyinvalidate, agency prohibit, avoid, set aside or officialrender illegal in whole or in part the consummation of the transactions contemplated by this Agreement.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted instituted, threatened or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the applicable Closing, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, Proceeding shall have been instituted or be pending before any courtThreatened on or prior to Closing Date seeking to enjoin, arbitratorrestrain, governmental bodyinvalidate, agency prohibit, avoid, set aside or officialrender illegal in whole or in part the consummation of the transactions contemplated by this Agreement.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Second Closing, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, arbitrator or governmental body, agency or official.official and shall be pending. Convertible Note Purchase Agreement -2011_(PALIB2_5390848_5).DOC

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, materially alter, prevent or materially delay the Closing, shall have been instituted or be pending before by any court, arbitrator, governmental body, agency or officialofficial and shall be pending.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending against the Investor before any court, arbitrator, governmental body, agency or officialentity and shall be pending.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending against any Purchaser before any court, arbitrator, governmental body, agency or officialGovernmental Entity and shall be pending.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall will have been instituted or be pending before any court, arbitrator, governmental body, agency or official.. ​

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall will have been instituted or be pending before any court, arbitrator, governmental body, agency arbitrator or officialAuthority.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted instituted, threatened or be pending before any court, arbitrator, governmental body, agency official or officialGovernmental Authority.

Absence of Litigation. No proceeding challenging this Agreement or other Transaction Documents or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, arbitrator or governmental body, agency or officialofficial and shall be pending.

Absence of Litigation. No proceeding challenging this Agreement Agreement, the other Related Documents or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, arbitrator or governmental body, agency or officialofficial and shall be pending.

Absence of Litigation. No proceeding initiated by a governmental authority and challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prohibit or prevent or materially delay the Closing, shall will have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding Legal Proceeding which could reasonably be expected to succeed on its merits challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the ClosingClosing or the closing of the Merger, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or officialGovernmental Entity.

Absence of Litigation. No proceeding challenging this Agreement or the other Transaction Documents or the transactions contemplated herebyhereby and thereby, or seeking to prohibit, alter, prevent or materially delay the First Tranche Closing, shall have been instituted or be pending before any courtGovernmental Entity, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or any of the other Transaction Documents or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement Agreement, --------------------- the other Related Documents or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, arbitrator or governmental body, agency or officialofficial and shall be pending.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, Closing shall have been instituted or be pending against the Purchasers before any court, arbitrator, governmental body, agency or officialGovernmental Entity and shall be pending.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated herebyhereby or thereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending against the Purchasers before any court, arbitrator, governmental body, agency or officialGovernmental Entity and shall be pending.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated herebyhereby or thereby, or seeking to obtain damages or prohibit, alter, prevent or materially delay the Closing, Closing shall have been instituted or be pending against the Company before any court, arbitrator, governmental body, agency or officialGovernmental Entity and shall be pending.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or officialGovernmental Authority.

Absence of Litigation. No proceeding challenging this Agreement and the Warrants or the transactions contemplated herebyhereby and thereby, or seeking to prohibit, alter, prevent or materially delay the First Closing, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall will have been instituted or be pending before any court, arbitrator, governmental body, agency or official.. 80254187_15

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to obtain damages or prohibit, alter, prevent or materially delay the Closing, shall have been instituted or be pending against the Company before any court, arbitrator, governmental body, agency or officialentity and shall be pending.

Absence of Litigation. No proceeding Proceeding challenging this Agreement the Transaction Documents or the transactions contemplated herebythereby, or seeking to prohibit, alter, prevent or materially delay the such Closing, shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official, and no Material Adverse Effect with respect to the Company since the date hereof shall have occurred.

Absence of Litigation. No proceeding challenging this Agreement or the other Transaction Documents or the transactions contemplated herebyhereby and thereby, or seeking to prohibit, alter, prevent or materially delay the Second Tranche Closing, shall have been instituted or be pending before any courtGovernmental Entity, arbitrator, governmental body, agency or official.

Absence of Litigation. No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, Proceeding shall have been instituted on or be pending before any courtprior to the Closing Date seeking to enjoin, arbitratorrestrain, governmental bodyinvalidate, agency prohibit, avoid, set aside or officialrender illegal in whole or in part the consummation of the transactions contemplated by this Agreement, or to obtain substantial damages in connection therewith.