Common use of Certain Proceedings Clause in Contracts

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Buyer or Acquisition Corporation that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated hereby. To the Knowledge of Parent or Buyer, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceeding.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Buyer or Acquisition Corporation Parent and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated herebyContemplated Transactions. To the Knowledge of Parent or BuyerBuyer and Parent’s Knowledge, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceedingthreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Buyer Purchaser or Acquisition Corporation Parent and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated herebyContemplated Transactions. To the Knowledge of Parent or BuyerPurchaser and Parent, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such ProceedingThreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Buyer Parent or Acquisition Corporation Purchaser and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated herebyContemplated Transactions. To the Knowledge of Parent or BuyerParent's and Purchaser's Knowledge, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such ProceedingThreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, the Buyer or Acquisition Corporation Parent that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated herebyContemplated Transactions. To the Knowledge of the Parent or and the Buyer, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such ProceedingThreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Buyer or Acquisition Corporation Buyer’s Parent that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated herebyContemplated Transactions. To the Knowledge of Parent or Buyer’s Knowledge, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such ProceedingThreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Buyer or Acquisition Corporation Parent that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated herebyContemplated Transactions. To the Knowledge of Parent or Buyer's and Parent's Knowledge, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such ProceedingThreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Buyer or Acquisition Corporation Parent that challenges, or may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, this Agreement or any of the transactions contemplated herebyContemplated Transactions. To the Knowledge of Parent or Buyer’s Knowledge, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceedingthreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Buyer or Acquisition Corporation Buyer Parent and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated herebyby this Agreement. To the Knowledge knowledge of Parent or BuyerBuyer and Buyer Parent, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceedingin writing.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parentthe Buyer, the Buyer Parent or Acquisition Corporation Parent and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated herebyContemplated Transactions. To the Knowledge of the Parent, the Buyer Parent or and the Buyer, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such ProceedingThreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Buyer the Parent or Acquisition Corporation Acquiree and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated herebyin this Agreement. To the Knowledge of Parent or BuyerParent’s knowledge, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceedingthreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Parent or Buyer or Acquisition Corporation and that challenges, or may have has the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated hereby. To by this Agreement, and, to the Knowledge of Parent or BuyerParent’s Knowledge, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceedingthreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Buyer or Acquisition Corporation Parent and that challenges, or may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the transactions contemplated herebyContemplated Transactions. To the Knowledge of Parent Buyer’s or BuyerParent’s Knowledge, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceedingthreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Buyer Parent or Acquisition Corporation Purchaser and that challenges, or may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the transactions contemplated herebyTransactions. To the Knowledge of Parent or Buyerand Purchaser, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceedingthreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Parent or Buyer or Acquisition Corporation and that challenges, or may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the transactions contemplated herebyContemplated Transactions. To the Knowledge of Parent or Buyer, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceedingthreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Buyer or Acquisition Corporation Parent and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated herebyTransactions. To the Knowledge of Parent or Buyer's Knowledge, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such ProceedingThreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Parent or Buyer or Acquisition Corporation Sub and that challenges, or may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the transactions contemplated herebyContemplated Transactions. To the Knowledge of Parent or Buyerand Buyer Sub, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such ProceedingThreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Buyer Parent or Acquisition Corporation Purchaser that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated herebyContemplated Transactions. To the Knowledge of Parent or Buyerand Purchaser, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceedingthreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Buyer Parent or Acquisition Corporation and that challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated herebyContemplated Transactions. To the Knowledge of Parent or Buyerand Acquisition, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such ProceedingThreatened.

Certain Proceedings. There is no pending Proceeding that has been commenced against Parent, Parent or Buyer or Acquisition Corporation and that challenges, or may have the effect of preventing, delaying, making illegal, illegal or otherwise interfering with, any of the transactions contemplated herebyContemplated Transactions. To the Knowledge of Parent or Parent's and Buyer's Knowledge, no such Proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such ProceedingThreatened.

Certain Proceedings. There is no pending Proceeding proceeding that has been commenced against Parent, Buyer or Acquisition Corporation Parent and that challenges, challenges or may have the effect affect of preventing, delaying, delaying making illegal, illegal or otherwise interfering with, with any of the transactions contemplated herebyContemplated Transactions. To the Knowledge of Parent or Buyer's knowledge, no such Proceeding proceeding has been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such ProceedingThreatened.

Certain Proceedings. There is no pending Proceeding proceeding that has been commenced against Parent, the Buyer or Acquisition Corporation that the Parent and challenges, or may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated hereby. To by this Agreement or the Knowledge Ancillary Agreements, and to the knowledge of Parent or Buyerthe Buyer and the Parent, no such Proceeding has proceedings have been threatened and no event has occurred or circumstance exists that may give rise to or serve as a basis for the commencement of any such Proceedingthreatened.