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 Governmental Entity now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly 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 Governmental Entity now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiariesCompany, which could, singly 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 Governmental Entity now pending, pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, 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 consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiariesSubsidiary, which could, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might materially and adversely affect the consummation of the transactions contemplated in this Agreement or any Terms Agreement or the performance by the Company of its obligations hereunder or thereunder.

Absence of Proceedings. There Except as disclosed in Schedule C, there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly 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 Governmental Entity now pending, pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, 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 their respective properties or assets or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly or in the aggregate, result in a Material Adverse EffectCompany.

Absence of Proceedings. There Except as disclosed on Schedule C, there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed on Schedule B, there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. There Except as would not be reasonably expected to have a Material Adverse Effect, there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, threatened against or affecting the Company or any the properties or assets of its subsidiariesthe Company, which could, singly or is required to be disclosed in the aggregate, result in a Material Adverse EffectRegistration Statement (other than as disclosed therein.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending, pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiariesCompany, which could, 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 its properties or assets or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly 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 Governmental Entity now pending, pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, 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 their respective properties or assets or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder, either singly or in the aggregate.

Absence of Proceedings. There is no action, suit, proceeding, inquiry suit or investigation proceeding before or brought by any Governmental Entity court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, threatened against or affecting the Company or any of its subsidiaries, which could, singly or is required to be disclosed in the aggregate, General Disclosure Package (other than as disclosed therein) or which might result in a any Material Adverse EffectEffect or which might materially and adversely affect the properties or assets of the Company or any of its subsidiaries .

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly or in the aggregate, subsidiaries that would reasonably be expected to result in a Material Adverse EffectChange, or that might materially and adversely affect the consummation of the transactions contemplated by this Agreement, the Indenture or the Notes or the performance by the Company of its obligations hereunder or thereunder.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation pending, of which the Company has received written notice or service of process, before or brought by any Governmental Entity now pendingcourt or governmental agency or body, domestic or foreign, or, to the knowledge of the Company, threatened, against or affecting the Company which is required to be disclosed in the Registration Statement and the Base Prospectus, as amended or any of its subsidiariessupplemented, (other than as stated therein), which could, singly would individually or in the aggregate, aggregate result in a Company Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending, pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or would reasonably be expected to materially and adversely affect their respective properties or assets or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder.

Absence of Proceedings. There is no No action, suitsuit or proceeding by or before any court or governmental agency, proceeding, inquiry authority or investigation before body or brought by any Governmental Entity now pending, or, to the knowledge of the Company, threatened, against or affecting arbitrator involving the Company or any of its subsidiariessubsidiaries or its or their property is pending or, which couldto the best knowledge of the Company, singly or in the aggregate, result in threatened that would reasonably be expected to have a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly or in the aggregate, result in that would be reasonably expected to have a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiariessubsidiaries which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which couldmight reasonably be expected, singly individually or in the aggregate, to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending, pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly or in the aggregatewould reasonably be expected to, result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely affect their respective properties or assets or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiariessubsidiary, which could, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suitsuit or proceeding (collectively, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending, “Legal Proceedings”) pending or, to the knowledge of the Company’s knowledge, threatened, threatened against or affecting the Company or any of its subsidiariessubsidiaries or any of their properties, which couldat law or in equity, or before or by any governmental authority, other than Legal Proceedings disclosed in the Prospectus and Legal Proceedings that would not, singly 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 Governmental Entity court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiariesVenture, which couldis required to be disclosed in the Registration Statement (other than as disclosed therein), or which, singly or in the aggregate, might reasonably be expected to result in a Material Adverse Effect., or which might reasonably be expected to materially and adversely affect the properties or

Absence of Proceedings. There is no material action, suit, proceedinglitigation, proceeding (public or private), criminal prosecution, audit, inquiry or investigation before or brought by any Governmental Entity now pending, pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly or in the aggregate, that would reasonably be expected to result in a Material Adverse Effect, or that would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiariessubsidiary, which could, singly or is required to be disclosed in the aggregateOffering Memorandum (other than as disclosed therein), which might reasonably be expected to result in a Material Adverse Effect., or which might reasonably be expected to materially and adversely affect the properties or assets of the Company or any of its subsidiaries or the

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending, pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly would have or in the aggregate, result in reasonably be expected to have a Material Adverse EffectEffect or materially affect the validity of the Securities or the legal authority of the Company to perform its obligations hereunder and timely comply in all material respects with the terms of this Agreement or the Merger Agreement.

Absence of Proceedings. There is no notice, action, suitclaim, proceeding, inquiry suit or investigation proceeding before or brought by any Governmental Entity court or governmental or self-regulatory agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, any of the officers or directors of the Company in their capacity as such, or any of its subsidiariesthe property or assets of the Company, which could, singly or in the aggregate, result in could reasonably be expected to have (i) a Material Adverse EffectEffect or (ii) a material adverse effect on the transactions contemplated hereby.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiariessubsidiary, which could, singly or is required to be disclosed in the aggregateIncorporated Documents (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect., or to materially and adversely affect the consummation of the

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending, pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly would have or in the aggregate, result in reasonably be expected to have a Material Adverse EffectEffect or materially affect the validity of the Securities or the legal authority of the Company to perform its obligations hereunder and timely comply in all material respects with the terms of this Agreement or the Merger Agreement.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity court or governmental agency or body, now pending, or, to the knowledge of the Company, threatened, threatened against or affecting the Company or any of its subsidiariessubsidiary, which could, singly or in the aggregate, might result in a Material Adverse Effect, or which could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder.

Absence of Proceedings. There is no action, suit, proceeding, inquiry proceeding or investigation before or brought by any Governmental Entity now pending, pending or, to the best knowledge of the Company, threatened, against or affecting involving the Company or any of its subsidiariessubsidiaries or its or their property, which could, singly or in the aggregate, might result in a Material Adverse Effect, or which could have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby.

Absence of Proceedings. There is no action, suit, proceedingproceeding or, to the knowledge of the Company, inquiry or investigation investigation, before or brought by any Governmental Entity now pending, pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly would have or in the aggregate, result in reasonably be expected to have a Material Adverse Effect.. There are no material judgments, orders or decrees outstanding against the Company or any of its subsidiaries

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company that might reasonably be expected to materially and adversely affect the properties or any assets of the Company or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its subsidiaries, which could, singly or in the aggregate, result in a Material Adverse Effectobligations hereunder.

Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pendingAuthority, or, or to the knowledge of the Company, pending or threatened, against or affecting the Company or any the Lender, that is required to be disclosed in the Prospectus and which is not so disclosed, or which if determined adversely would materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company of its subsidiaries, which could, singly or in the aggregate, result in a Material Adverse Effectobligations hereunder.