Absence of Proceeding. As of the date of this Agreement, (a) there is no Proceeding pending or, to the knowledge of Purchaser or Merger Sub, threatened against Purchaser or Merger Sub or affecting any of their respective properties or assets which, if adversely determined, would reasonably be expected to have a Purchaser Material Adverse Effect and (b) neither Purchaser nor Merger Sub is a party to or subject to, or in default under, any Order that would reasonably be expected to have a Purchaser Material Adverse Effect.
Absence of Proceeding. There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject other than proceedings fairly summarized in all material respects in the Disclosure Package or the Prospectus and proceedings that are not reasonably expected by the Company to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement, the Indenture or the Notes.
Absence of Proceeding. Except as disclosed in the Registration Statement, 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, threatened, against or affecting the Company or any Subsidiary that is required to be disclosed in the Registration Statement (other than as disclosed therein), or that might reasonably be expected to result in a Material Adverse Effect, or that might reasonably be expected to materially and adversely affect the properties or assets of the Company and its subsidiaries, considered as one enterprise, or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of their respective property or assets is the subject that are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would not reasonably be expected to result in a Material Adverse Effect.
Absence of Proceeding. There is no action, suit, proceeding or investigation pending or, to the knowledge of Purchaser, threatened that would adversely affect or restrict the ability of Purchaser to consummate the transactions contemplated by this Agreement. Purchaser is not a party to or in default under any outstanding Governmental Orders that would materially adversely affect the ability of Purchaser to consummate the transactions contemplated by this Agreement.
Absence of Proceeding. There is no existing, pending or, to its knowledge, threatened proceeding against any Obligor or its respective assets, including the Project Assets or the Project, which, if adversely determined to any Obligor or the Secured Parties, could reasonably be expected to result in a Material Adverse Effect or, except for any proceeding notified to the Agent pursuant to Section 9.1, could reasonably be expected to result in any one or more judgments, orders or awards ordering any Obligor to pay more than the Threshold Amount. No event has occurred, and no state or condition exists, which could reasonably be expected to give rise to any such proceeding, except for the subject matter of any proceeding notified to the Agent pursuant to Section 9.1, and there is no judgment, order or award outstanding against any Obligor, the Project or the Project Assets which could reasonably be expected to have a Material Adverse Effect.
Absence of Proceeding. 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, threatened, against or affecting the Company or any of its subsidiaries, which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which, singly or in the aggregate, may reasonably be expected to result in a Material Adverse Effect, or which, singly or in the aggregate, may reasonably be expected to materially and adversely affect the properties or assets of the Company or any of its subsidiaries or the consummation of the transactions contemplated in this Agreement and the U.S. Purchase Agreement or the performance by the Company of its obligations hereunder or thereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its 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, including ordinary routine litigation incidental to the business, singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Absence of Proceeding. To Buyer's knowledge, (a) there is no lawsuit, action, administrative or other proceeding or governmental investigation pending or threatened against Buyer that would reasonably be expected to materially adversely affect or delay the ability of Buyer to consummate the transactions contemplated by this Agreement and (b) Buyer is not a 45 party to, or in default under, any outstanding Governmental Order that would reasonably be expected to materially adversely affect or delay the ability of Buyer to consummate the transactions contemplated by this Agreement.
