Common use of Certain Proceedings Clause in Contracts

Certain Proceedings. There is no Action pending against, or to the Knowledge of the Acquiror or the Acquiror Principal Shareholder, threatened against or affecting, the Acquiror or the Acquiror Principal Shareholder by any Governmental Authority or other Person with respect to the Acquiror or its respective businesses or that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement. The Acquiror is not in violation of and, to the Knowledge of Acquiror or the Acquiror Principal Shareholder, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law, rule, regulation, judgment or Order. The Acquiror or any director or officer (in his or her capacity as such) of the Acquiror, is or has not been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

Certain Proceedings. There is no Action pending against, or to the Knowledge of the Acquiror or any of the Acquiror Principal Shareholder, threatened against or affecting, the Acquiror or the any Acquiror Principal Shareholder by any Governmental Authority or other Person with respect to the Acquiror or its respective businesses business or that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement. The Acquiror is not in violation of and, to the Knowledge of Acquiror or any of the Acquiror Principal Shareholder, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law, rule, regulation, judgment or Order. The Neither the Acquiror or nor any director or officer (in his or her capacity as such) of the Acquiror), is or has not been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

Certain Proceedings. There is no Action pending against, or to the Knowledge of the Acquiror or any of the Acquiror Principal ShareholderShareholders, threatened against or affecting, the Acquiror or the any Acquiror Principal Shareholder by any Governmental Authority or other Person with respect to the Acquiror or its respective businesses business or that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement. The Acquiror is not in violation of and, to the Knowledge of Acquiror or any of the Acquiror Principal ShareholderShareholders, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law, rule, regulation, judgment or Order. The Neither the Acquiror or nor any director or officer (in his or her capacity as such) of the Acquiror), is or has not been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

Certain Proceedings. There is no Action pending against, or to the Knowledge of the Acquiror or the Acquiror Principal ShareholderShareholders, threatened against or affecting, the Acquiror or the Acquiror Principal Shareholder Shareholders by any Governmental Authority or other Person with respect to the Acquiror or its respective businesses or that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement. The Acquiror is not in violation of and, to the Knowledge of Acquiror or the Acquiror Principal ShareholderShareholders, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law, rule, regulation, judgment or Order. The Acquiror or any director or officer (in his or her capacity as such) of the Acquiror, is or has not been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There are no outstanding SEC comments on any SEC or other regulatory filing made by the Parent that remain outstanding.

Certain Proceedings. There is no Action pending against, or to the Knowledge of the Acquiror or the Acquiror Principal Shareholder, threatened against or affecting, the Acquiror or the Acquiror Principal Shareholder by any Governmental Authority or other Person with respect to the Acquiror or its their respective businesses or that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement. The Acquiror is not in violation of and, to the Knowledge of Acquiror or the Acquiror Principal Shareholder, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law, rule, regulation, judgment or Order. The Acquiror or Neither the Acquiror, nor any director or officer (in his or her capacity as such) of the Acquiror, is or has not been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

Certain Proceedings. There is no Action pending against, or to the Knowledge of the Acquiror or any of the Acquiror Principal Shareholder, threatened against or affecting, the Acquiror or the any Acquiror Principal Shareholder by any Governmental Authority or other Person with respect to the Acquiror or its respective businesses business or that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement. The Acquiror is not in violation of and, to the Knowledge of Acquiror or any of the Acquiror Principal Shareholder, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law, rule, regulation, judgment or Order. The Neither the Acquiror or nor any director or officer (in his or her capacity as such) of the Acquiror), is or has not been the subject of any Action involving a claim or violation of or liability under federal or state securities laws Laws or a claim of breach of fiduciary duty.

Certain Proceedings. There is no Action pending against, or to the Knowledge of the Acquiror or any of the Acquiror Principal Sole Shareholder, threatened against or affecting, the Acquiror or the any Acquiror Principal Sole Shareholder by any Governmental Authority or other Person with respect to the Acquiror or its respective businesses business or that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement. The Acquiror is not in violation of and, to the Knowledge of Acquiror or any of the Acquiror Principal Sole Shareholder, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any applicable Law, rule, regulation, judgment or Order. The Neither the Acquiror or nor any director or officer (in his or her capacity as such) of the Acquiror), is or has not been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.