Common use of Absence of Proceedings Clause in Contracts

Absence of Proceedings. Except as described 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 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, or which might materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, or the performance by the Company of its obligations under the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are 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, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there 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 aggregateRegistration Statement, the General Disclosure Package or the Prospectus, or which could reasonably be expected to result in a Material Adverse Effect, or which might could reasonably be expected to materially and adversely affect their respective properties, the properties or assets or operations, thereof or the consummation of the transactions contemplated in this Agreement, Agreement or the performance by the Company of its obligations under hereunder; the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are Subsidiary is a party or of which any of their respective properties, property or assets or operations are 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, singly or in the aggregate, not result in a Material Adverse Effect.

Absence of Proceedings. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there 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 couldis required to be disclosed in the Registration Statement (other than as disclosed therein) or which would, singly or in the aggregate, result in a Material Adverse Effect, or which might would, singly or in the aggregate, materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, Agreement or the performance by the Company of its obligations under the Operative Documentshereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are is a party or of which any of their respective properties, property or assets or operations are 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, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 Governmental Entity now pending, pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which couldmight, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or which might materially and adversely affect their respective its properties, assets or operations, taken as a whole, or the consummation of the transactions contemplated in this Agreement, Agreement or the performance by the Company of its obligations under hereunder; and the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are such subsidiary is a party or of which any of their respective properties, assets or operations are 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, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there 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 aggregateRegistration Statement (other than as disclosed therein), or which could reasonably be expected to result in a Material Adverse Effect, or which might materially and adversely affect their respective properties, the properties or assets or operations, thereof or the consummation of the transactions contemplated in this Agreement, Agreement or the Indenture or the performance by the Company of its obligations under hereunder or thereunder; the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are Subsidiary is a party or of which any of their respective properties, property or assets or operations are is the subject which are not described in the Registration Statement, the General Disclosure Package and the Final Prospectus, including ordinary routine litigation incidental to the business, would not, singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 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, or which might materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, the Indenture or the Notes or the performance by the Company of its obligations under this Agreement, the Operative DocumentsIndenture or the Notes. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are 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, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 Governmental Entity now pending, pending or, to the knowledge of the CompanyGxxxxxxx Entities, threatened, against or affecting the Company or any of its subsidiaries, or Gxxxxxxx Investment Group or any of its Affiliates, which could, singly or in the aggregate, might result in a Material Adverse Effect, or which might materially and adversely affect their respective properties, properties or assets or operations, or the consummation of the transactions contemplated in this Agreement, the Company Agreements or the performance by the Company of its obligations under hereunder and thereunder; and the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are such subsidiary is a party or of which any of their respective properties, properties or assets or operations are 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, singly or in the aggregate, could not result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 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, reasonably be expected to result in a Material Adverse Effect, or which might materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, the Operative Documents or the performance by the Company of its obligations under the Operative Documentsthereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are 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 could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. Except as described in the Registration StatementAll actions, the General Disclosure Package and the Prospectussuits, there is no actionproceedings, suit, proceeding, inquiry inquiries or investigation investigations 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 Subsidiary have been disclosed in the aggregateRegistration Statement, the General Disclosure Package or the Final Prospectuses, other than those actions, suits, proceedings, inquiries or investigations that would not result in a Material Adverse Effect, Effect or which might would not materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, Agreement or the performance by the Company of its obligations under hereunder; the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are Subsidiary is a party or of which any of their respective properties, property or assets or operations are is the subject which that are not described in the Registration Statement, the General Disclosure Package and or the ProspectusFinal Prospectuses, including ordinary routine litigation incidental to the business, would not, singly or in the aggregate, not result in a Material Adverse Effect.

Absence of Proceedings. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or or, to the knowledge of the Company, 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 might would materially and adversely affect their respective properties, properties or assets or operations, or the consummation of the transactions contemplated in this AgreementAgreement or the Indenture, or the performance by the Company of its obligations under hereunder and thereunder; and the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are such subsidiary is a party or of which any of their respective properties, properties or assets or operations are 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, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there 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, (1) could reasonably be expected to result in a Material Adverse Effect, or which might (2) could reasonably be expected to materially and adversely affect their respective properties, the properties or assets of the Company and its subsidiaries taken as a whole or operations, or (3) could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, Agreement or the performance by the Company of its obligations hereunder or under the Operative DocumentsIndenture and the Notes. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are subsidiary is a party or of which any of their respective properties, property or assets or operations are 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, singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 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, or which might materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, or the performance by the Company of its obligations under the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are the subject which are not described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 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, subsidiaries which could, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect, or which might would reasonably be expected to materially and adversely affect their respective properties, the properties or assets of the Company or operations, any of its subsidiaries or the consummation of the transactions contemplated in by this Agreement, Agreement or the performance by the Company of its obligations under the Operative Transaction Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are is a party or of which any of their respective properties, property or assets or operations are 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, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 Governmental Entity now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which couldis, singly or in the aggregate, reasonably likely to result in a Material Adverse Effect, or which might is reasonably likely to materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, or the performance by the Company of its obligations under the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are 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, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 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, or which might materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, or the performance by the Company of its obligations under this Agreement or the Operative DocumentsArticles of Amendment with respect to the Securities. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are 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, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 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, result in a Material Adverse Effect, or which might materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, or the performance by the Company of its obligations under the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are 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, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 Governmental Entity now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which couldis, singly or in the aggregate, reasonably likely to result in a Material Adverse Effect, or which might materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, or the performance by the Company of its obligations under the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are 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, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 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, or which might materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, the Operative Documents or the performance by the Company of its obligations under the Operative Documentsthereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries Significant Subsidiaries are a party or of which any of their respective properties, assets or operations are 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, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 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, or which might materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, or the performance by the Company of its obligations under this Agreement or the Operative DocumentsCertificate of Amendment with respect to the Securities. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are 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, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 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, or which might materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, or the performance by the Company of its obligations under the Operative Documentsthis Agreement. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are 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, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. Except as described in the Registration Statement, the General Disclosure Package Statement and the ProspectusProspectus or the documents incorporated by reference therein, 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 subsidiariesthe Subsidiary, which couldwould, singly if decided adversely to the Company or in the aggregateSubsidiary, reasonably be expected to result in a Material Adverse Effect, Effect or which might to materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, Agreement or the performance by the Company of its obligations under the Operative Documentshereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries the Subsidiary are a party or of which any of their respective properties, assets or operations are the subject which are not described in the Registration Statement, the General Disclosure Package Statement and the ProspectusProspectus or the documents incorporated by reference therein, including ordinary routine litigation incidental to the business, would not, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 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, might result in a Material Adverse Effect, or which might materially and adversely affect their respective properties, assets or operations, operations or the consummation of the transactions contemplated in this Agreement, the Forward Sale Agreements or the Merger Agreement or the performance by the Company of its obligations under hereunder or thereunder; and the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are such subsidiary is a party or of which any of their respective properties, assets or operations are 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, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or or, to the knowledge of the Company, 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 might would reasonably be expected to materially and adversely affect their respective properties, properties or assets or operations, or the consummation of the transactions contemplated in this Agreement, Agreement or the performance by the Company of its obligations under hereunder; and the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are such subsidiary is a party or of which any of their respective properties, properties or assets or operations are 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, singly or in the aggregate, could not result in a Material Adverse Effect.

Absence of Proceedings. Except as described in the Registration Statement, the Offering Circular and General Disclosure Package and the ProspectusPackage, 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 couldcould reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect, or which might that could reasonably be expected to materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, the Operative Documents or the performance by the Company of its obligations under the Operative Documentsthereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are the subject which are not described in the Registration Statement, the Offering Circular and General Disclosure Package and the ProspectusPackage, including ordinary routine litigation incidental to the business, would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 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, reasonably be expected to result in a Material Adverse Effect, or which might that could reasonably be expected to materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, the Operative Documents or the performance by the Company of its obligations under the Operative Documentsthereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are 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, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there 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, subsidiaries which could, singly or is required to be disclosed in the aggregateRegistration Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, Effect or which might to materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, Agreement or the performance by the Company of its obligations under this Agreement; the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are is a party or of which any of their respective properties, property or assets or operations are 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, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 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 that might materially and adversely affect their respective propertiesproperties or assets, assets or operations, or the consummation of the transactions contemplated in this Agreement, the Indenture or the Notes, or the performance by the Company of its obligations under this Agreement, the Operative DocumentsIndenture or the Notes. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are such subsidiary is a party or of which any of their respective properties, properties or assets or operations are the subject which that are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, would not, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there There is no action, suit, proceeding, inquiry or investigation before or brought by any court or Governmental Entity Entity, 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(A) is required to be disclosed in Registration Statement (other than as disclosed therein), singly or in the aggregate, (B) might result in a Material Adverse Effect, Effect or which (C) might materially and adversely affect their respective properties, the assets or operations, operations of the Company or any of its subsidiaries or the consummation of the transactions contemplated in this Agreement, Agreement or the performance by the Company of its obligations under the Operative Documentshereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are is a party or of which any of their respective properties, assets or operations are 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, singly or in the aggregate, not result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 Governmental Entity Authority 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, be reasonably expected to result in a Material Adverse Effect, or which might be reasonably expected to materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, the Operative Documents or the performance by the Company of its obligations under the Operative Documentsthereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are the subject and 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, singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 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, might result in a Material Adverse Effect, or which might materially and adversely affect their respective properties, properties or assets or operations, or the consummation of the transactions contemplated in this Agreement, Agreement or the consummation of the Ultra Acquisition or the consummation of the Prudential Investment or the performance by the Company of its obligations under hereunder; and the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are such subsidiary is a party or of which any of their respective properties, properties or assets or operations are 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, singly or in the aggregate, could not result in a Material Adverse Effect.

Absence of Proceedings. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there 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, (1) could reasonably be expected to result in a Material Adverse Effect, or which might (2) could reasonably be expected to materially and adversely affect their respective properties, the properties or assets of the Company and its subsidiaries taken as a whole or operations, or (3) could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement, Agreement or the performance by 8 the Company of its obligations hereunder or under the Operative DocumentsIndenture and the Notes. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are subsidiary is a party or of which any of their respective properties, property or assets or operations are 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, singly or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 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 be reasonably likely to result in a Material Adverse Effect, or which might would be reasonably likely to materially and adversely affect their respective properties, properties or assets or operations, or the consummation by the Company of the transactions contemplated in this Agreement, Agreement (including the Share Repurchase) or the performance by the Company of its obligations under hereunder; and the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are such subsidiary is a party or of which any of their respective properties, properties or assets or operations are 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, singly or in the aggregate, not be reasonably likely to result in a Material Adverse Effect.

Absence of Proceedings. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or or, to the knowledge of the Company, 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 might would materially and adversely affect their respective properties, properties or assets or operations, or the consummation of the transactions contemplated in this Agreement, Agreement or the Repurchase Agreement or the performance by the Company of its obligations under hereunder or thereunder; and the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are such subsidiary is a party or of which any of their respective properties, properties or assets or operations are 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, singly or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 Governmental Entity now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which couldthat would reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect, or which might materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, the Indenture or the Notes or the performance by the Company of its obligations under this Agreement, the Operative DocumentsIndenture or the Notes. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are 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 notnot reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 Governmental Entity now pending, pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiariesSubsidiaries, which could, 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 their respective properties, properties or assets or operations, or the consummation of the transactions contemplated in this Agreement, the Transaction Documents or the performance by the Company of its obligations under the Operative Transaction Documents. The ; and the aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are such Subsidiary is a party or of which any of their respective properties, properties or assets or operations are 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 could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 Governmental Entity now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which couldis, singly individually or in the aggregate, reasonably likely to result in a Material Adverse Effect, or which might is reasonably likely to materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, or the performance by the Company of its obligations under the Operative Documents. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are 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, singly individually or in the aggregate, result in a Material Adverse Effect.

Absence of Proceedings. Except as described 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 Governmental Entity Authority 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, or which might materially and adversely affect their respective properties, assets or operations, or the consummation of the transactions contemplated in this Agreement, the Operative Documents or the performance by the Company of its obligations under the Operative Documentsthereunder. The aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties, assets or operations are 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, singly or in the aggregate, result in a Material Adverse Effect.