Common use of Legal and Regulatory Proceedings Clause in Contracts

Legal and Regulatory Proceedings. (a) There is no suit, action, investigation, claim or proceeding pending or, to Parent’s knowledge, threatened against or involving Parent or Holdco or any of their respective Subsidiaries or, in their capacities as such, any of the current or former directors or executive officers of Parent, Holdco or any of their Subsidiaries (and Parent is not aware of any basis for any such suit, action or proceeding) (i) that would reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent, or (ii) of a material nature challenging the validity or propriety of this Agreement. (b) There is no injunction, order, judgment, decree, or regulatory restriction imposed upon Parent, Holdco, any of their respective Subsidiaries or the assets of Parent, Holdco or any of their respective Subsidiaries that is material to Parent and its Subsidiaries, taken as a whole.

Legal and Regulatory Proceedings. (a) There None of Parent, Holdco or any of their respective Subsidiaries is a party to any, and there are no suit, action, investigation, claim or proceeding pending or, to Parent’s knowledge, threatened threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against or involving Parent or Parent, Holdco or any of their respective Subsidiaries or, in their capacities as such, or any of the their current or former directors or executive officers of Parent, Holdco or any of their Subsidiaries (and Parent is not aware of any basis for any such suit, action or proceeding) (i) that would reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent, or (ii) of a material nature challenging the validity or propriety of this Agreement. (b) There is no injunction, order, judgment, decree, or regulatory restriction imposed upon Parent, Holdco, any of their respective Subsidiaries or the assets of Parent, Holdco or any of their respective Subsidiaries that is material to Parent and its Subsidiaries, taken as a whole.

Legal and Regulatory Proceedings. (a) There None of Parent, Merger Sub or any of their respective Subsidiaries is a party to any, and there are no suit, action, investigation, claim or proceeding pending or, to Parent’s knowledge, threatened threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against or involving Parent or Holdco Parent, Merger Sub or any of their respective Subsidiaries or, in their capacities as such, or any of the their current or former directors or executive officers of Parent, Holdco or any of their Subsidiaries (and Parent is not aware of any basis for any such suit, action or proceeding) (i) that would reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Parent, or (ii) of a material nature challenging the validity or propriety of this Agreement. (b) There is no injunction, order, judgment, decree, or regulatory restriction imposed upon Parent, HoldcoMerger Sub, any of their respective Subsidiaries or the assets of Parent, Holdco Merger Sub or any of their respective Subsidiaries that is material to Parent and its Subsidiaries, taken as a whole.