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, threatened, against the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might 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. The aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might could 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 thereof or the consummation of the transactions contemplated in this Agreement the Transaction Agreements, or the performance by the Company of its obligations hereunder. The thereunder; the aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Other than as disclosed in the Registration Statement, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might 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. The aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof 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 is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof 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 a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might would 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 thereof 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 a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could 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, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might could 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 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 is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Other than as disclosed in the Registration Statement, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might 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. The aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the its business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might 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. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its property their respective properties or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof 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 a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, business 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, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or and the Prospectus (other than as disclosed therein), or 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 thereof 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 is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might could 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 thereof 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 a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, pending or, to the knowledge of the Company, threatened, threatened against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof 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 a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might would reasonably be expected to result in a Material Adverse Effect, or which might 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 ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, pending or, to the knowledge of the Company, threatened, threatened against or affecting the Company, which Company or any Subsidiary that is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), ) or which that might reasonably be expected to result in a Material Adverse Effect, Effect or which that might 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. The aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party party, or of which any of its their respective property or assets is the subject which subject, that are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof 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 is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any Group Entity, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might reasonably be expected to would result in a Material Adverse Effect, or which might reasonably be expected to would 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 ; the aggregate of all pending legal or governmental proceedings to which the Company or any Group Entity is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusGeneral Disclosure Package, including ordinary routine litigation incidental to the business, could 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might 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. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might 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. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof 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 a party or of which any of its property their respective properties or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could 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, threatened, threatened against or affecting the CompanyCompany or MIE, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof or the consummation of the transactions contemplated in this Agreement or the Deposit Agreement or the performance by the Company of its obligations hereunder. The hereunder or thereunder; the aggregate of all pending legal or governmental proceedings to which the Company or MIE is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof 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 is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof 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 is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might would be reasonably be expected to result in a Material Adverse Effect, or which might would be 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. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could 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 bodybody now pending (other than actions, domestic suits or foreign, now pendingproceedings under seal, or, to the knowledge of the Company, threatenedthreatened or under seal, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might reasonably be expected to would result in a Material Adverse Effect, or which might reasonably be expected to would 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 ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could 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, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than except as disclosed therein), ) or 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 thereof or the consummation of the transactions contemplated in this Agreement or the Private Placement Agreement or the performance by the Company of its obligations hereunder. The hereunder or thereunder; the aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might would reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to would 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 ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could 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 regulatory or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might 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. The ; the aggregate of all pending legal legal, governmental or governmental regulatory proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof or the consummation of the transactions contemplated in this Agreement Agreement, the Merger or the performance by the Company of its obligations hereunder. The hereunder 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 its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or its Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might reasonably be expected to would result in a Material Adverse Effect, or which might reasonably be expected to would 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 ; the aggregate of all pending legal or governmental proceedings to which the Company or its Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the Company, Company or any Subsidiary thereof which is required to be disclosed in the Registration Statement or the Prospectus Offering Memorandum (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might 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. The aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary thereof is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusOffering Memorandum, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as in described in the Registration Statement, the General Disclosure Package or 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, threatenedthreatened in writing, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might would 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 thereof 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 a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as accurately disclosed in all material respects therein), or 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 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 is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 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 is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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 best of the Company's knowledge, threatened, against or affecting the Company, which Company that is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 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 is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There is no action, suit, proceeding, formal inquiry or formal investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or involving the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might could reasonably be expected to result in a Material Adverse Effect, or which might 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 ; the aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, Governmental Entity now pending, or, to the knowledge of the Company, threatenedthreatened against or affecting the Company or any Subsidiary, against the Company, which that is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof or the consummation of the transactions contemplated in this Agreement or the Deposit Agreement or the performance by the Company of its obligations hereunder. The hereunder or thereunder; 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 its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might reasonably be expected to would result in a Material Adverse Effect, or which might reasonably be expected to would materially and adversely affect the properties or assets of the Company and its subsidiaries considered as one enterprise or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could 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 either the CompanyCompany or the Operating Partnership, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof 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 a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, U.S. domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder. The ; the Company does not expect that the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof 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 a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), ) or which might reasonably be expected to result in a Material Adverse Effect, or which might 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. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any of its subsidiaries, which is required to be disclosed in the Registration Statement Statement, the General Disclosure Package or the Prospectus (other than as disclosed therein), or which might would reasonably be expected to result in a Material Adverse Effect, or which might 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. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any of its subsidiaries is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could 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, Governmental Entity now pending, pending or, to the knowledge of the Company, threatened, threatened against the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement Statement, General Disclosure Package or the Prospectus (other than as disclosed therein)Prospectus, or which might would reasonably be expected to result in a Material Adverse Effect, or which might would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company and the Operating Partnership of its their obligations hereunder. The ; 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 its property their respective properties or assets is the subject which are not described in the Registration Statement or the Statement, General Disclosure Package and Prospectus, including ordinary routine litigation incidental to the business, could 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, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might reasonably be expected to would result in a Material Adverse Effect, or which might reasonably be expected to would materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement, the Investment Advisory Agreement or the Administration Agreement or the performance by the Company of its obligations hereunder. The hereunder or thereunder; the aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could 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, U.S. domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof 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 a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, Company threatened, against or affecting the Company, which Company or any Subsidiary that is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), ) or which that might reasonably be expected to result in a Material Adverse Effect, Effect or which that might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company parties of its their obligations hereunder. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its property their respective properties or assets is the subject which that are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof or the consummation of the transactions contemplated in this Agreement Agreement, the Merger or the performance by the Company of its obligations hereunder. The hereunder 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 its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could 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 foreignGovernmental Entity, now pending, or, to the knowledge of the Company, threatened, against or affecting the CompanyCompany or any Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might would reasonably be expected to result in a Material Adverse Effect, or which might 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 ; the aggregate of all pending legal or governmental proceedings to which the Company or any Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Other than as disclosed in the Disclosure Package and the Final Offering Memorandum, there is no action, suit, proceeding, inquiry suit or investigation proceeding before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement Company or the Prospectus (other than as disclosed therein), or any subsidiary 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 subsidiary 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 its their respective property or assets is the subject which are not described in the Registration Statement or Disclosure Package and the ProspectusFinal Offering Memorandum, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might reasonably be expected to could result in a Material Adverse Effect, or which might reasonably be expected to could 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 ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might would reasonably be expected to result in a Material Adverse Effect, or which might 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. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed 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 foreign, Governmental Entity now pending, pending or, to the knowledge of the Company, threatenedthreatened or contemplated, against or affecting the CompanyCompany or any of its subsidiaries, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might 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 or assets or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder. The ; 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 its property their respective properties or assets is the subject which are not described in the Registration Statement or and the Prospectus, including ordinary routine litigation incidental to the business, could 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof taken together 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 a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could 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, threatened, against or affecting the Company, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof 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 is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which that is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which that might reasonably be expected to result in a Material Adverse Effect, or which 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 the Principal Agreements or the performance by the Company of its obligations hereunder. The thereunder; the aggregate of all pending legal or governmental proceedings to which the Company or its subsidiaries is a party or of which any of its their respective property or assets is the subject which that are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the businessbusiness of the Company or any subsidiary, could not reasonably be expected to result in a Material Adverse Effect.

Absence of Proceedings. There Except as disclosed in 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, pending or, to the knowledge of the Company, threatened, threatened against or affecting the Company, Company or any of its subsidiaries which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might could reasonably be expected to result in a Material Adverse Effect, Effect or which might reasonably be expected to materially and adversely affect the consummation of this Agreement[, the transactions contemplated in this Agreement U.S. Underwriting Agreement] or the Indenture 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 thereof is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the Prospectus, including ordinary routine litigation incidental to the business, 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 ARC or the Company, threatened, against or affecting ARC, the Company, which is required to be disclosed in Company or any of their respective Subsidiaries or any of the Registration Statement or the Prospectus (other than as disclosed therein), or which Properties that might reasonably be expected to result in a Material Adverse Effect, or which that might reasonably be expected to materially and adversely affect the properties or assets of ARC, the Company or any of its subsidiaries or the consummation of the transactions contemplated in by this Agreement or the performance by ARC and the Company of its their obligations hereunder. The aggregate of all pending legal or governmental proceedings to which ARC, the Company or any of its subsidiaries is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusOffering Memorandum, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or the Subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or 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 thereof 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 the Subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might reasonably be expected to would result in a Material Adverse Effect, or which might reasonably be expected to could 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 ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the material 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 ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might would reasonably be expected to result in a Material Adverse Effect, or which might 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. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could 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, threatened, against or affecting the CompanyCompany or the Subsidiaries, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might would reasonably be expected to result in a Material Adverse Effect, or which might 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. The aggregate of all pending legal or governmental proceedings to which the Company is or the Subsidiaries are a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, 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, threatened, against or affecting the CompanyCompany or any subsidiary, which is required to be disclosed in the Registration Statement or the Prospectus (other than as disclosed therein), or which might would reasonably be expected to result in a Material Adverse Effect, or which might 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. The ; the aggregate of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its their respective property or assets is the subject which are not described in the Registration Statement or the ProspectusStatement, including ordinary routine litigation incidental to the business, could would not reasonably be expected to result in a Material Adverse Effect.