Common use of Absence of Proceedings Clause in Contracts

Absence of Proceedings. 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 (without further inquiry), threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof 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 which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Adviser or the Administrator, threatened, against or affecting the Company Adviser or any Subsidiary, the Administrator which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would might reasonably be expected to result in a Material Adverse Effect, or which would might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by each of the Company Adviser and the Administrator of its obligations hereunderunder this Agreement; the aggregate of all pending legal or governmental proceedings to which the Company Adviser or any Subsidiary the Administrator is a party or of which any of their respective property or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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, or to the knowledge of the Company (without further inquiry), threatened, against or affecting the Company or any Subsidiary, of its subsidiaries which is required to be disclosed in the Registration Statement, the General Disclosure Package or and the Prospectus (other than as disclosed stated therein), or which would might reasonably be expected to result result, individually or in the aggregate, in a Material Adverse Effect, or which would might reasonably be expected to materially and adversely affect the assets, properties or assets operations thereof or the consummation of the transactions contemplated in under the Prospectus, this Agreement or the Indenture, or the performance by the Company of its obligations hereunder; the hereunder and thereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary of its subsidiaries is a party or of which any of their respective property assets, properties or assets operations is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would notcould not reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of either of the Company (without further inquiry)Transaction Entities, threatened, against or affecting the Company Transaction Entities or any Subsidiaryof their respective subsidiaries, which is required to be disclosed in the Registration Statement, the General Disclosure Package Statement or the Prospectus (other than as disclosed therein), or which would would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement Agreement, or the performance by the Company Transaction Entities of its their respective obligations hereunder; the . The aggregate of all pending legal or governmental proceedings to which either of the Company Transaction Entities or any Subsidiary of their respective subsidiaries is a party or of which any of the Properties or their respective property other properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court Governmental Entity (including, without limitation, any action, suit proceeding, inquiry or governmental agency investigation before or body, domestic or foreign, brought by the U.S. Food and Drug Administration (the “FDA”)) now pending, pending or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any SubsidiaryCompany, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the its properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and 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 its properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein)that is not so disclosed, or which is resulting or would reasonably be expected to result in a Material Adverse Effect, or which is materially and adversely affecting or would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and 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 which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, are not resulting or would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Pricing Disclosure Package or the Prospectus (other than as disclosed therein)that is not so disclosed, or which is resulting or would reasonably be expected to result in a Material Adverse EffectChange, or which is materially and adversely affecting or would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and 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 which are not described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, are not resulting or would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse EffectChange.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company (without further inquiry)Transaction Entities, threatened, against or affecting the Company Transaction Entities or any Subsidiaryof the Subsidiaries, which is required to be disclosed in the Registration Statement, the General Disclosure Package Statement or the Prospectus (other than as disclosed therein), or which would reasonably be expected to would, singly or in the aggregate, result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties property or assets thereof of the Transaction Entities and the Subsidiaries, taken as a whole, or the consummation of the transactions contemplated in this Agreement or the performance by the Company Transaction Entities of its their obligations hereunder; the . The aggregate of all pending legal or governmental proceedings to which the Company Transaction Entities or any Subsidiary is of the Subsidiaries are a party or of which any of their respective property the Properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiaryof its subsidiaries, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would which, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which would which, individually or in the aggregate, might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or 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 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, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectuses, there is no action, suit, claims, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, Governmental Entity now pending, pending or, to the knowledge of the Company (without further inquiry)Company’s knowledge, threatened, against or affecting the Company or any Subsidiaryof its Subsidiaries, which is required if determined adversely to be disclosed in the Registration StatementCompany or any of its Subsidiaries, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, individually or which in the aggregate, or would reasonably be expected to materially and adversely affect the their respective properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any such Subsidiary is a party or of which any of their respective property properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectuses, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pendingpending (other than any sealed “qui tam” actions or any other actions of which the Company has no knowledge), or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiarysubsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof 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 subsidiary 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, would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiarysubsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would which, if determined adversely to the Company, might reasonably be expected to result in a Material Adverse Effect, or which would which, if determined adversely to the Company, might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or 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 subsidiary 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, would notcould, individually or in if determined adversely to the aggregateCompany, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the actual knowledge of the Company (without further after due inquiry), threatened, against or affecting the Company or any Subsidiaryof its subsidiaries, which is required to be disclosed in the Registration Statement, the General Disclosure Package Statement or the Prospectus (other than as disclosed therein), or which would would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement Agreement, or the performance by the Company of its obligations hereunder; the . The aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary of its subsidiaries is a party or of which any of the Properties or their respective property other properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Fund, threatened, against or affecting the Company or any Subsidiary, Fund which is required to be disclosed in the Registration Statement, the General Disclosure Package or Original Registration Statement, the Preliminary Prospectus and the Prospectus (other than as disclosed therein), or which would that could reasonably be expected to result in a Fund Material Adverse Effect, or which would that could reasonably be expected to materially and adversely affect the properties or assets thereof of the Fund or the consummation of the transactions contemplated in this Agreement or the performance by the Company Fund of its obligations hereunderunder this Agreement or the Fund Agreements; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary Fund is a party or of which any of their respective its property or assets is the subject which are not described in the Registration Statement, the Original Registration Statement, the Preliminary Prospectus or Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a Fund Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiaryof the Subsidiaries, which is required to be disclosed in the Registration Statement, the General Disclosure Package Statement or the Prospectus (other than as disclosed therein), or which would reasonably be expected to would, singly or in the aggregate, result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties property or assets thereof of the Company and the Subsidiaries, taken as a whole, or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; the . The aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is of the Subsidiaries are a party or of which any of their respective property the Properties or assets is the subject which are not described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which which, if determined adversely to the Company or any Subsidiary, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof thereof, nor to the Company’s knowledge, is there any basis for any such action, suit, inquiry, proceeding or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunderinvestigation; 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 which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would notif determined adversely to the Company or any Subsidiary, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which which, if determined adversely to the Company or any Subsidiary, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof thereof, nor to the Company’s knowledge, is there any basis for any such action, suit, inquiry, proceeding or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunderinvestigation; 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 which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would notif determined adversely to the Company or any Subsidiary, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiarysubsidiary, which is required to be disclosed in the Registration Offering Statement, the Preliminary Offering Circular, the Offering Circular and the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would might reasonably be expected to result in a Material Adverse Effect, or which would might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or Underwriting Agreement, including 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 subsidiary thereof is a party or of which any of their respective property or assets is the subject which are not described in the Registration Offering Statement, the Preliminary Offering Circular, the Offering Circular and the General Disclosure Package, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court Governmental Entity (including, without limitation, the U.S. Food and Drug Administration (the “FDA”) or governmental agency or body, domestic or foreign, the European Medicines Agency (the “EMA”)) now pending, pending or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiaryits subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the their respective properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary such subsidiary is a party or of which any of their respective property properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which which, if determined adversely to the Company or any Subsidiary, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof thereof, nor, to the Company’s knowledge, is there any basis for any such action, suit, inquiry, proceeding or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunderinvestigation; 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 which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would notif determined adversely to the Company or any Subsidiary, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, Governmental Entity now pending, pending or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiaryof its subsidiaries, which is required to be disclosed that, singly or in the Registration Statementaggregate, if determined adversely to the General Disclosure Package Company or the Prospectus (other than as disclosed therein)any of its subsidiaries, or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the their respective properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary such subsidiary is a party or of which any of their respective property properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiaryof its subsidiaries, which is required to be disclosed in the Registration Statement, the General Pricing Disclosure Package or the Prospectus (and is not disclosed therein, or, other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof of the Company and its subsidiaries, taken as a whole, 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 and its subsidiaries is a party or of which any of their respective its property or assets is the subject which are not described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Adviser, threatened, against or affecting the Company or any Subsidiary, Adviser which is required to be disclosed in the Original Registration Statement, the General Disclosure Package or Basic Prospectus, the Preliminary Prospectus and Prospectus (other than as disclosed therein), or which would that could reasonably be expected to result in a an Adviser Material Adverse Effect, or which would that could reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company Adviser of its obligations hereunderunder this Agreement or the Adviser Agreements; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary Adviser is a party or of which any of their respective its property or assets is the subject which are not described in the Original Registration Statement, the Basic Prospectus, the Preliminary Prospectus or the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a an Adviser Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court Governmental Entity (including, without limitation, the U.S. Food and Drug Administration (the “FDA”) or governmental agency or body, domestic or foreign, the European Medicines Agency (the “EMA”) now pending, pending or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any SubsidiaryCompany, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the its properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and 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 its properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, Governmental Entity now pending, pending or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiaryof its subsidiaries, which is required to be disclosed that, singly or in the Registration Statementaggregate, if determined adversely to the General Disclosure Package Company or the Prospectus (other than as disclosed therein)any of its subsidiaries, or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the their respective properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary such subsidiary is a party or of which any of their respective property properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which which, singularly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which which, singularly or in the aggregate, would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; the aggregate of all each pending legal or governmental proceedings proceeding to which the Company or any Subsidiary is a party or of which any of their respective property or assets is the subject which are is not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually singularly or in the aggregate, reasonably be expected to result in a Material Adverse EffectEffect if such claims were determined adversely to the Company or any of its Subsidiaries.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would which, singly or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which would which, singly or in the aggregate, might reasonably be expected to materially and adversely affect the properties or assets thereof or which might materially and adversely affect 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 which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would notare, individually or considered in the aggregate, result in a Material Adverse Effectnot material.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreignGovernmental Entity, now pending, or, to the knowledge of the Company (without further inquiry)Fund, threatened, against or affecting the Company or any SubsidiaryFund, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), ) or which would reasonably be expected to result in a Material Adverse Effect, Effect or which would reasonably be expected to materially and adversely affect the its properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company Fund of its obligations hereunderhereunder or under the Fund Agreements; and the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary Fund is a party or of which any of their respective property its properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package or the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not result reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court Governmental Entity (including, without limitation, any action, suit, proceeding, inquiry or governmental agency investigation before or body, domestic or foreign, brought by the U.S. Food and Drug Administration (the “FDA”)) now pending, pending or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any its Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the their respective properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any its Subsidiary is a party or of which any of their respective property properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any SubsidiaryCompany, which is required to be disclosed in the Registration Statement, the General Pricing Disclosure Package x or the Prospectus (other than as disclosed therein), or which would might, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or which would might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement Agreement, the Securities, the Indenture or the performance by the Company of its obligations hereunder; the hereunder and thereunder. 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 its property or assets is the subject which are not described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiaryof its subsidiaries, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statements (other than as disclosed therein), or which would which, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which would which, individually or in the aggregate, might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or 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 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 StatementStatements, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiaryof the Subsidiaries, which is required to be disclosed in the Registration Statement, the General Disclosure Package or and the Prospectus (other than as disclosed therein), or which would might reasonably be expected to result in a Material Adverse Effect, or which would might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Underwriting 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 of the Subsidiaries is a party or of which any of their respective property or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any the Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed thereinin the Time of Sale Prospectus), or which would might, individually or in the aggregate, be reasonably be expected to result in a Material Adverse EffectChange, or which would might be reasonably be expected to materially and adversely affect the properties or assets thereof of the Enterprise or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; the hereunder and thereunder. The aggregate of any and all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of their respective its property or assets is the subject which are not described in the Registration StatementTime of Sale Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not result in a Material Adverse EffectChange.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court Governmental Entity (including, without limitation, the U.S. Food and Drug Administration (the “FDA”) or governmental agency or body, domestic or foreign, the European Medicines Agency (“EMA”)) now pending, pending or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any SubsidiaryCompany, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the its properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and 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 its properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, Governmental Entity now pending, pending or, to the knowledge of the Company (without further inquiry)TCP Entities, threatened, against or affecting the Company or any Subsidiaryof its Subsidiaries, which that is required to be disclosed described in the Registration Statement, the General Disclosure Package or the Prospectus (other than Registration Statement, as disclosed therein)applicable, or which that would reasonably be expected to result in a Material Adverse Effect, or which that would reasonably be expected to materially and adversely affect the their respective properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Securities, the DTC Agreement or the Company Agreements or the performance by each of the Company and SVCP of its obligations hereunderhereunder or thereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary of its Subsidiaries is a party or of which any of their respective property properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the their business, would not, individually or in the aggregate, not reasonably be expected result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Subadviser, threatened, against or affecting the Company or any Subsidiary, Subadviser which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Preliminary Prospectus and Prospectus (other than as disclosed therein), or which would that could reasonably be expected to result in a Subadviser Material Adverse Effect, or which would that could reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company Subadviser of its obligations hereunderunder this Agreement or the Subadvisory Agreement; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary Subadviser is a party or of which any of their respective its property or assets is the subject which are not described in the Registration Statement, the Preliminary Prospectus or the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a Subadviser Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Investment Adviser, threatened, against or affecting the Company or any Subsidiary, Investment Adviser which is required to be disclosed in the Original Registration Statement, the General Disclosure Package or Basic Prospectus, the Preliminary Prospectus and Prospectus (other than as disclosed therein), or which would that could reasonably be expected to result in a an Adviser Material Adverse Effect, or which would that could reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company Investment Adviser of its obligations hereunderunder this Agreement or the Adviser Agreements; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary Investment Adviser is a party or of which any of their respective its property or assets is the subject which are not described in the Original Registration Statement, the Basic Prospectus, the Preliminary Prospectus or the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a an Adviser Material Adverse Effect.

Absence of Proceedings. There Other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suitsuit or proceeding or, proceedingto the knowledge of the Company, inquiry or investigation investigation, before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiaryof the Subsidiaries, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Indenture, the Underwritten Securities, the Warrant Agreement, if applicable, the Investment Management Agreement or the Administration Agreement or the performance by the Company of its obligations hereunderhereunder or thereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary of the Subsidiaries is a party or of which any of their respective property or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not result in a Material Adverse Effect.

Absence of Proceedings. There is no claim, action, suit, proceeding, inquiry inquiry, audit, review 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 (without further inquiry)Company, threatened, threatened against or affecting the Company or any Subsidiarysubsidiary of the Company, or, to the knowledge of the Company, otherwise involving the Company or any subsidiary of the Company which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would be reasonably be expected likely to result in a Material Adverse Effect, or which would be reasonably be expected likely to materially and adversely affect the properties or assets thereof 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 subsidiary 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 Company’s conduct of its business, would not, individually or in the aggregate, not be reasonably likely to result in a Material Adverse Effect.

Absence of Proceedings. There 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 foreignforeign (including, but not limited to, the Federal Communications Commission (the "FCC")) now pending, pending or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would is reasonably be expected to result in a Material Adverse Effect, or which would is reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement and the International Purchase Agreement or the performance by the Company of its obligations hereunderhereunder or thereunder; 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 properties or assets is the subject which that are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would not, individually or considered in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court Governmental Entity (including, without limitation, any action, suit proceeding, inquiry or governmental agency investigation before or body, domestic or foreign, brought by the Food and Drug Administration (the “FDA”)) now pending, pending or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any SubsidiaryCompany, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the its properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and 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 its properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiaryof its subsidiaries, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would might reasonably be expected to result result, individually or in the aggregate, in a Material Adverse Effect, or which would might reasonably be expected expected, individually or in the aggregate, to materially and adversely affect the properties or assets thereof 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 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, would notcould not reasonably be expected to result, individually or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. There Except as described in the Registration Statement and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before 16 -12- or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiarysubsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would could reasonably be expected to result in a Material Adverse Effect, or which would could reasonably be expected to materially and adversely affect the properties or assets thereof 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 subsidiary 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, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiaryof its subsidiaries, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would which, if determined adversely to the Company, could reasonably be expected to result in a Material Adverse Effect, or which would which, if determined adversely to the Company, could reasonably be expected to materially and adversely affect the properties or assets thereof 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 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, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Prospectuses, there is no action, suit, proceeding, inquiry or investigation before or brought by any court Governmental Entity (including, without limitation, any action, suit proceeding, inquiry or governmental agency investigation before or body, domestic or foreign, brought by the U.S. Food and Drug Administration (the “FDA”)) now pending, pending or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiaryits subsidiaries, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which reasonably would reasonably be expected to materially and adversely affect the their respective properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary such subsidiaries is a party or of which any of their respective property properties or assets is the subject which are not described in the Registration StatementProspectuses, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, ---------------------- inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreignforeign (including, but not limited to the Federal Communications Commission ("FCC")), now pending, or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, Subsidiary which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would might reasonably be expected to result in a Material Adverse Effect, or which would might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement and the International Purchase Agreement or the performance by the Company of its obligations hereunderhereunder or thereunder; 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 which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which which, if determined adversely to the Company or any Subsidiary, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to could materially and adversely affect the properties or assets thereof thereof, nor to the Company’s knowledge, is there any basis for any such action, suit, inquiry, proceeding or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunderinvestigation; 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 which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would notif determined adversely to the Company or any Subsidiary, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectuses, there is no action, suit, claims, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, Governmental Entity now pending, pending or, to the knowledge of the Company (without further inquiry)Company’s knowledge, threatened, against or affecting the Company or any Subsidiaryof its subsidiaries, which is required if determined adversely to be disclosed in the Registration StatementCompany or any of its subsidiaries, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, individually or which in the aggregate, or would reasonably be expected to materially and adversely affect the their respective properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary such subsidiary is a party or of which any of their respective property properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectuses, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreignGovernmental Entity, now pending, or, to the knowledge of the Company (without further inquiry)Fund, threatened, against or affecting the Company or any SubsidiaryFund, which is required to be disclosed in the Registration Statement, Prospectus or the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, Effect or which would reasonably be expected to materially and adversely affect the its properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company Fund of its obligations hereunderhereunder or under the Fund Agreements; and the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary Fund is a party or of which any of their respective property its properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package or the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, Governmental Entity now pending, pending or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiaryof its subsidiaries, which is required to be disclosed that singly or in the Registration Statementaggregate, if determined adversely to the General Disclosure Package Company or the Prospectus (other than as disclosed therein)its subsidiaries, or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the their respective properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary such subsidiary is a party or of which any of their respective property properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which which, if determined adversely to the Company or any Subsidiary, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof thereof, nor to the Company’s knowledge, is there any basis for any such action, suit, inquiry, proceeding or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunderinvestigation; 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 which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would notif determined adversely to the Company or any Subsidiary, individually singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which which, if determined adversely to the Company or any Subsidiary, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to could materially and adversely affect the properties or assets thereof thereof, nor, to the Company’s knowledge, is there any basis for any such action, suit, inquiry, proceeding or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunderinvestigation; 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 which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would notif determined adversely to the Company or any Subsidiary, individually or in the aggregate, would not result in a Material Adverse Effect.

Absence of Proceedings. There is no not now pending or, to the knowledge of the Company, any threatened litigation, action, suit, proceeding, inquiry suit or investigation proceeding to which the Company is or will be a party before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company (without further inquiry), threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or and the Prospectus (other than as disclosed stated therein), or which would which, if determined adversely to the Company or any of its subsidiaries, might reasonably be expected to result in a Material Adverse Effect, or which would might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in the Registration Statement, the General Disclosure Package and the Prospectus or under this Agreement or the performance by the Company of its obligations hereunder; the . The aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary of its subsidiaries is a party or of which any of their respective property assets, properties or assets operations is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiarysubsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would which, individually or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which would which, individually or in the aggregate, might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement and the U.S. Purchase Agreement or the performance by the Company of its obligations hereunderhereunder or thereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary subsidiary 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, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreignGovernmental Entity, now pending, or, to the knowledge of the Company (without further inquiry)Company, threatened, threatened against or affecting the Company or any Subsidiaryof its subsidiaries, which (i) is required to be disclosed in the Registration Statement, the General Disclosure Package Statement or the Prospectus and is not disclosed; (other than as disclosed therein), or which ii) would reasonably be expected to result in have a Material Adverse Effect, Effect or which (iii) would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in by this Agreement or the performance by the Company of its obligations hereunder; . Except as described in the aggregate of all pending Registration Statement, the Prospectus and the Disclosure Package, there are no legal or governmental proceedings to which the Company or any Subsidiary 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 Statementsubject, including ordinary routine litigation incidental to the business, would notwhich would, individually or in the aggregate, result in reasonably be expected to have a Material Adverse Effect.

Absence of Proceedings. There Other than as disclosed in the Registration Statement or Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package Statement or the Prospectus (other than as disclosed therein)Prospectus, or which would might reasonably be expected expected, individually or in the aggregate, to result in a Company Material Adverse Effect, or which would might reasonably be expected to materially and adversely affect the properties or assets thereof or consummation by the consummation Company of the transactions contemplated in this Agreement and the Fund Agreements, or the performance by the Company of its obligations hereunderunder this Agreement and the Fund Agreements (other than the Staffing Agreement); 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 which are not described in the Registration StatementStatement and the Prospectus, including ordinary routine litigation incidental to the business, would notcould not reasonably be expected, individually or in the aggregate, to result in a Company Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry), threatened, or the Operating Partnership threatened against or affecting the Company Company, the Operating Partnership, any subsidiary or any Subsidiary, Property Partnership which is required to be disclosed in the Registration Statement, the General Disclosure Package or Statement and the Prospectus (other than as disclosed stated therein), or which would might reasonably be expected to result in a Material Adverse Effect, or which would might reasonably be expected to materially and adversely affect the assets, properties or assets operations thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; the transactions contemplated herein or therein. The aggregate of all pending legal or governmental proceedings to which the Company Company, the Operating Partnership, any subsidiary or any Subsidiary Property Partnership is a party or of which any of their respective property assets, properties or assets operations is the subject which are not described in the Registration StatementStatement and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which which, if determined adversely to the Company or any Subsidiary, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to could materially and adversely affect the properties or assets thereof thereof, nor to the Company’s knowledge, is there any basis for any such action, suit, inquiry, proceeding or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunderinvestigation; 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 which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would notif determined adversely to the Company or any Subsidiary, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no claim, action, suit, proceeding, inquiry inquiry, audit, review 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 (without further inquiry)Company, threatened, threatened against or affecting the Company or any Subsidiarysubsidiary of the Company, or, to the knowledge of the Company, otherwise involving the Company or any subsidiary of the Company which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would be reasonably be expected likely to result in a Material Adverse Effect, or which would be reasonably be expected likely to materially and adversely affect the properties or assets thereof 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 subsidiary 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, would not, individually or in the aggregate, not be reasonably likely to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which which, if determined adversely to the Company or any Subsidiary, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof thereof, nor, to the Company’s knowledge, is there any basis for any such action, suit, inquiry, proceeding or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunderinvestigation; 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 which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would notif determined adversely to the Company or any Subsidiary, individually or in the aggregate, could not result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, including, without limitation, the ICC, the DOT or any applicable state highway and transportation agency, now pending, or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiarysubsidiary, which that is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would that might reasonably be expected to result in a Material Adverse Effect, or which would that might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or 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 subsidiary is a party or of which any of their respective property or assets is the subject which that are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court Governmental Authority (including, without limitation, any action, suit proceeding, inquiry or governmental agency investigation before or body, domestic or foreign, brought by the U.S. Food and Drug Administration (the “FDA”)) now pending, pending or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any SubsidiaryCompany, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the its properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and 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 its properties or assets is the subject which are not described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package, the Prospectus and the Prospectus Supplement, 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiarysubsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would reasonably be expected to might result in a Material Adverse Effect, or which would reasonably be expected to might materially and adversely affect the properties or assets thereof 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 subsidiary 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, would not, individually or in the aggregate, could not result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectuses, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, Governmental Entity now pending, pending or, to the knowledge of the Company (without further inquiry)Company’s knowledge, threatened, against or affecting the Company or any Subsidiaryof its subsidiaries, which is required if determined adversely to be disclosed in the Registration StatementCompany or any of its subsidiaries, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, individually or which in the aggregate, or would reasonably be expected to materially and adversely affect the their respective properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary such subsidiary is a party or of which any of their respective property properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectuses, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency agency, governmental instrumentality or body, domestic or foreign, now pending, or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, of its subsidiaries which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Final Prospectuses or the Supplementary Material (other than as disclosed therein), or which would might reasonably be expected to result in a Material Adverse Effect, Effect or which would might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or 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 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, the General Disclosure Package or the Final Prospectuses or the Supplementary Material, including ordinary routine litigation incidental to the businessbusiness of the Company, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed or incorporated by reference 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiarysubsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would might reasonably be expected to result in a Material Adverse Effect, or which would might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or 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 subsidiary 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 businessbusiness of the Company or any such subsidiary, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiaryof its Subsidiaries, which that is required to be disclosed in the Registration Statement, the General Disclosure Package Statement or the Prospectus (other than and is not so disclosed or, except as disclosed therein)in the Prospectus, or which would that might reasonably be expected to result in a Material Adverse Effect, or which would that might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in by this Agreement or the Brazilian Purchase Agreement or the performance by the Company of its obligations hereunderhereunder or thereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary 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 StatementStatement or the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There 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 United States, Greek or foreign, now pending, or, to the knowledge of the Company (without further inquiry)NBG, threatened, against or affecting the Company NBG or any Subsidiarysubsidiary of NBG, which which, individually or in the aggregate, is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would reasonably be expected to might result in a Material Adverse Effect, or which would reasonably be expected to might materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the Deposit Agreement or the performance by the Company NBG of its obligations hereunderunder this Agreement or the Deposit Agreement; and the aggregate of all pending legal or governmental proceedings to which the Company NBG or any Subsidiary subsidiary 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, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Pricing Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, Governmental Entity now pending, pending or, to the knowledge of the Company (without further inquiry)or any Guarantor, threatened, against or affecting the Company or any Subsidiaryof its subsidiaries, which is required which, if determined adversely to be disclosed the Company or its subsidiaries, as applicable, would, singly or in the Registration Statementaggregate, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to might materially and adversely affect the their respective properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company or of any Guarantor of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary such subsidiary is a party or of which any of their respective property properties or assets is the subject which are not described in the Registration StatementPricing Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation investigation, in each case before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiarysubsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would which, singly or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which would which, singly or in the aggregate, might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunderhereunder or under the Indenture or the Securities; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary subsidiary 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, would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court Governmental Entity (including, without limitation, any action, suit, proceeding, inquiry or governmental agency investigation before or body, domestic or foreign, brought by the U.S. Food and Drug Administration (the “FDA”)) now pending, pending or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiaryits subsidiaries, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the their respective properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is its subsidiaries are a party or of which any of their respective property properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, other than as disclosed in the Registration Statement, which is required to be disclosed in the Registration StatementStatement or which, if determined adversely to the General Disclosure Package Company or any Subsidiary, individually or in the Prospectus (other than as disclosed therein)aggregate, or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof thereof, nor to the Company’s knowledge, is there any basis for any such action, suit, inquiry, proceeding or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunderinvestigation; 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 which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would notif determined adversely to the Company or any Subsidiary, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court Governmental Entity (including, without limitation, any action, suit proceeding, inquiry or governmental agency investigation before or body, domestic or foreign, brought by the U.S. Food and Drug Administration (the “FDA”)) now pending, pending or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any SubsidiaryCompany, which is required to would be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which would reasonably be expected likely to result in a Material Adverse Effect, or which would be reasonably be expected likely to materially and adversely affect the its properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder; and 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 its properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not be reasonably likely to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)or any of its Subsidiaries, threatened, against or affecting the Company or any Subsidiary, which that is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would reasonably be expected to that, individually or in the aggregate, might result in a Material Adverse Effect, or which would reasonably be expected to that, individually or in the aggregate, might materially and adversely affect the properties or assets thereof 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 properties or assets is the subject which that are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company (without further inquiry)Company, threatenedthreatened or contemplated, against or affecting the Company or any Subsidiary, which that is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which would reasonably be expected to might result in a Material Adverse Effect, or which would reasonably be expected to might materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the Deposit Agreement or the performance by the Company of its obligations hereunderhereunder or thereunder; 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 which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, could not result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, other than as disclosed in the Registration Statement, which is required to be disclosed in the Registration Statement, or which, if determined adversely to the General Disclosure Package Company or any Subsidiary, individually or in the Prospectus (other than as disclosed therein)aggregate, or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof thereof, nor to the Company’s knowledge, is there any basis for any such action, suit, inquiry, proceeding or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunderinvestigation; 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 which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would notif determined adversely to the Company or any Subsidiary, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. 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 (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, which is required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus Statement (other than as disclosed therein), or which which, if determined adversely to the Company or any Subsidiary, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof thereof, nor, to the Company’s knowledge, is there any basis for any such action, suit, inquiry, proceeding or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunderinvestigation; 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 which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, would notif determined adversely to the Company or any Subsidiary, individually or in the aggregate, would not result in a Material Adverse Effect.

Absence of Proceedings. There Except as described in the Registration Statement and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreignGovernmental Entity, now pending, or, to the knowledge of the Company (without further inquiry)Company, threatened, against or affecting the Company or any Subsidiary, of its subsidiaries which is required to be disclosed in the Registration Statement, the General Disclosure Package Statement or the Prospectus (other than as disclosed therein), or which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunderunder this Agreement; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary of its subsidiaries is a party or of which any of their respective property properties or assets is the subject which are not described in the Registration StatementStatement and the Prospectus, including ordinary routine litigation incidental to the business, would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.