Common use of Legal Proceedings Clause in Contracts

Legal Proceedings. Except as described in the Company SEC Documents filed prior to the date hereof, there are no legal, governmental or regulatory actions, suits, proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, to the knowledge of the Company, investigations are pending, threatened or contemplated, by any governmental or regulatory authority or by others. There are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so described, and there are no statutes, regulations or contracts or other documents that are required under the Exchange Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed or described.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and Effect or have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Agreement; no such investigations, actions, suits or proceedings orare, to the knowledge of the Company, investigations are pendingCompany or the Operating Partnership, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereof, Pricing Disclosure Package and the Prospectus: (x) there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and no such actions, suits Effect or proceedings or, have a material adverse effect on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby; (y) to the knowledge of the Company, investigations no such investigations, actions, suits or proceedings are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (z) (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Pricing Disclosure Package and the date hereofOffering Memorandum, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries is or may be reasonably expected to become a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or or, to the knowledge of the Company, may be reasonably expected to become the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and ; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There , except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are would be required under the Exchange Act to be described in the Company SEC Documents Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus Memorandum if the offering of the Notes was pursuant to a registration under the Securities Act that are not or will not be so describeddescribed in the Pricing Disclosure Package and the Offering Memorandum, and (ii) there are no statutes, regulations or contracts or other documents that are would be required under the Exchange Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus Memorandum if the offering of the Notes was pursuant to a registration under the Securities Act that are not so filed or describeddescribed in the Pricing Disclosure Package and the Offering Memorandum.

Legal Proceedings. Except as described or incorporated by reference in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits Effect or proceedings or, materially adversely affect the ability to consummate the transactions hereunder; to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any third party, governmental or regulatory authority that would, individually or by others. There in the aggregate, reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability to consummate the transactions hereunder; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may is reasonably likely to be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may is reasonably likely to be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would materially and adversely affect the ability of the Company to perform its obligations under this Agreement or reasonably be expected to have a Material Adverse Effect, and ; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents binding on or applicable to the Company that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described set forth in the Company SEC Documents filed prior to the date hereofRegistration Statement and Prospectus, there are is no legal, legal or governmental or regulatory actions, suits, proceedings or, to the knowledge of the Company, investigations pending proceeding to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to of which any property or assets of the Company or any of its Subsidiaries subsidiaries is the subject, including any proceeding before the FDA or may comparable federal, state, local or foreign governmental bodies (it being understood that the interaction between the Company and the FDA and such comparable governmental bodies relating to the clinical development and product approval process, if any, shall not be deemed proceedings for purposes of this representation), which is required to be described in the subject thatRegistration Statement or the Prospectus and is not described therein, individually or which, singularly or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have result in a Material Adverse Effect, Change; and no such actions, suits or proceedings are threatened or, to the Company’s knowledge contemplated by governmental or regulatory authorities or threatened by others. The Company is in compliance with all applicable federal, state, local and foreign laws, regulations, orders and decrees governing its business, as described in the Registration Statement and the Prospectus, as prescribed by the FDA, or any other federal, state or foreign agencies or bodies engaged in the regulation of pharmaceuticals or biohazardous substances or materials, except where noncompliance would not, singly or in the aggregate, result in a Material Adverse Change. All preclinical and clinical studies conducted by or on behalf of the Company to support approval for commercialization of the Company’s products have been conducted by the Company, investigations are pendingor to the Company’s knowledge by third parties, threatened in compliance with all applicable federal, state or contemplatedforeign laws, rules, orders and regulations, except for such failure or failures to be in compliance as could not reasonably be expected to have, singly or in the aggregate, a Material Adverse Change. Neither the Company nor any of its subsidiaries is a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar agreements with or imposed by any governmental or regulatory authority authority. Additionally, neither the Company, any of its subsidiaries nor, to the Company’s knowledge, any of their respective employees, officers, directors, or by others. There are no current agents has been excluded, suspended or pending legaldebarred from participation in any U.S. federal health care program or human clinical research or is subject to a governmental inquiry, governmental or regulatory actionsinvestigation, suits or proceedings that are required under the Exchange Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describedproceeding, and there are no statutes, regulations or contracts or other documents similar action that are required under the Exchange Act could reasonably be expected to be filed as exhibits to the Company SEC Documents result in debarment, suspension, or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed or describedexclusion.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suitssuits or proceedings, proceedings including by the Federal Trade Commission and the U.S. Department of Health and Human Services (“HHS”) and any office contained therein, pending to which the Company, Evolent Health or any of the Company’s other subsidiaries is or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries is or Evolent Health, may reasonably be expected to become a party or to which any property of the Company Company, Evolent Health or any of its Subsidiaries the Company’s other subsidiaries, is or may reasonably be expected to become the subject that, individually or in the aggregate, has had or, if determined adversely to the Company Company, Evolent Health or any of its Subsidiariesthe Company’s other subsidiaries, would could reasonably be expected to have a Material Adverse Effect, and ; no such investigations, actions, suits or proceedings orare, to the knowledge of the Company, investigations are pendingEvolent Health or the Company’s other subsidiaries, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; (i) there are no material current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and to the knowledge of the Company or Evolent Health, there is no complaint to or audit, proceeding, investigation (formal or informal) or claim currently pending or threatened against any of the Company’s or Evolent Health’s customers (specific to the customer’s use of the products or services of the Company or Evolent Health) by the Federal Trade Commission, HHS, or any similar authority in any jurisdiction or any other governmental entity, or by any person in respect of the collection, use or disclosure of Personal Data by the Company or Evolent Health that, individually or in the aggregate, if determined adversely to such customer, could reasonably be expected to have a material adverse effect on such customer or a material adverse effect on the Company.

Legal Proceedings. Except as described in each of the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may be reasonably expected to become a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be reasonably expected to become the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiaries, would could reasonably be expected to have a Material Adverse EffectEffect or could, individually or in the aggregate, reasonably be expected to have a material adverse effect on the performance by the Company of this Agreement or the consummation of any of the transactions contemplated hereby; and no such actions, suits Actions are threatened in writing by any governmental or proceedings regulatory authority or by others or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement and no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofTime of Sale Prospectus and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is the subject, including any proceeding before the United States Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or may be comparable federal, state, local or foreign governmental and regulatory authorities (“Governmental Authority”) relating to an alleged failure to comply, or deficiency in compliance, with the subject requirements of the FDA or other Governmental Authority that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such investigations, actions, suits or proceedings are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Time of Sale Prospectus or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Time of Sale Prospectus and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Time of Sale Prospectus or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to become a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to become the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and ; no such actions, suits or proceedings Actions are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There , except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to become a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may reasonably be the expected to become subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such investigations, actions, suits or proceedings are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or which has as the subject thereof any officer or director of, or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such investigations, actions, suits or proceedings are pending, contemplated or threatened or contemplated, by any governmental or regulatory authority or threatened by others. There ; and there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and there the Prospectus. There are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement or the date hereofPricing Disclosure Package, there are no legal, governmental or regulatory actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or or, to the knowledge of the Company, may reasonably be expected to be a party or to which any property of the Company or any of its Subsidiaries is or subsidiaries is, or, to the knowledge of the Company, may reasonably be expected to be the subject thatthat are reasonably likely to be determined adversely to the Company or any of its subsidiaries and, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and ; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus the Pricing Disclosure Package that are not so described in the Registration Statement or will not be so described, the Pricing Disclosure Package and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus the Pricing Disclosure Package that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement or the Pricing Disclosure Package.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofGeneral Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) now pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or or, to the knowledge of the Company, may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There others that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange 1933 Act and the 1933 Act Regulations to be described in the Company SEC Documents Registration Statement, the General Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange 1933 Act and the 1933 Act Regulations to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the General Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the General Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the a Company Party or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the a Company Party or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the a Company Party or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, ; and no such actions, suits or proceedings or, to the knowledge of the CompanyCompany Parties, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There , except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and ; no such actions, suits or proceedings Actions are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its Significant Subsidiaries is or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries is or may be reasonably expected to become a party or to which any property of the Company or any of its Significant Subsidiaries is or or, to the knowledge of the Company, may be reasonably expected to become the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Significant Subsidiaries, would reasonably be expected to have a Material Adverse Effect, and ; no such actions, suits or proceedings Actions are threatened in writing or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened in writing by others. There , except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (i) there are no material current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, respectively.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, investigations pending would reasonably be expected to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may or, to the knowledge of the Company, would reasonably be expected to be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, to . To the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There are no (i) current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or will not be so described, and there are no (ii) statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to the date hereof, there are There is no legal, legal or governmental or regulatory actions, suits, proceedings or, to the knowledge of the Company, investigations pending proceeding to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to of which any property or assets of the Company or any of its Subsidiaries subsidiaries is the subject, including any proceeding before the United States Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or may comparable federal, state, local or foreign governmental bodies (it being understood that the interaction between the Company and the FDA and such comparable governmental bodies relating to the clinical development and product approval process shall not be deemed proceedings for purposes of this representation), which is required to be described in the subject thatRegistration Statement or the Prospectus and is not described therein, individually or which, singly or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings orproceedings, to the knowledge Company’s knowledge, are threatened by governmental or regulatory authorities or threatened by others. The Company is in compliance with all applicable federal, state, local and foreign laws, regulations, orders and decrees governing its business as prescribed by the FDA, or any other federal, state or foreign agencies or bodies engaged in the regulation of drug products, except where failures to so comply would not, singly or in the Companyaggregate, investigations are pendingreasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is a party to any corporate integrity agreements, threatened monitoring agreements, consent decrees, settlement orders, or contemplated, similar agreements with or imposed by any governmental or regulatory authority authority. Additionally, neither the Company, any of its subsidiaries nor any of their respective employees, officers, directors, or by others. There are no current agents has been excluded, suspended or pending legaldebarred from participation in any U.S. federal healthcare program or human clinical research or, to the Company’s knowledge, is subject to a governmental or regulatory actionsinquiry, suits or proceedings that are required under the Exchange Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describedinvestigation, and there are no statutesproceeding, regulations or contracts or other documents similar action that are required under the Exchange Act could reasonably be expected to be filed as exhibits to the Company SEC Documents result in debarment, suspension, or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed or describedexclusion.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or or, to the Company’s knowledge, may be a party party, or any of its executive officers, directors or key employees is a party, or to which any property or rights of the Company or any of its Subsidiaries subsidiaries is or or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to the date hereof, there There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and ; no such actions, suits or proceedings Actions are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, investigations pending may reasonably be expected to which the Company or any of its Subsidiaries is or may be become a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or or, to the knowledge of the Company, may reasonably be expected to become, the subject thatof, which, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There , except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending or, to the knowledge of the Company’s knowledge, investigations pending threatened, to which the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to become a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to become the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its SubsidiariesCompany, would could reasonably be expected to have a Material Adverse Effect, and ; no such actions, suits or proceedings Actions are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, Time of Sale Information and the date hereofProspectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiaries, would could reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such investigations, actions, suits or proceedings are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory investigations, actions, suits or proceedings that are required under the Securities Act or the Exchange Act to be described in the Company SEC Documents Registration Statement, the Time of Sale Information or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act or the Exchange Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Time of Sale Information or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, investigations pending would reasonably be expected to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may or, to the knowledge of the Company, would reasonably be expected to be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or(including by the U.S. Department of Health and Human Services (“HHS”) and any office contained therein) (collectively, to the knowledge of the Company, investigations “Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations Company no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, investigations pending may reasonably be expected to which the Company or any of its Subsidiaries is or may be become a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to become the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and ; no such actions, suits or proceedings Actions are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There , except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and Effect or have a material adverse effect on the Company’s ability to consummate the transactions contemplated by the Transaction Documents; no such investigations, actions, suits or proceedings orare, to the knowledge of the Company, investigations are pendingCompany or the Operating Partnership, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries is or subsidiaries may reasonably be expected to become a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or or, to the knowledge of the Company, may reasonably be expected to become the subject thatsubject, which, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits Effect or proceedings or, have a material adverse effect on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby; to the knowledge of the Company, investigations no such investigations, actions, suits or proceedings are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to become a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to become the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such Actions that would reasonably be expected, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, to have a Material Adverse Effect are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofGeneral Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company Parent Guarantor or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company Parent Guarantor or any of its Subsidiaries subsidiaries is or may be the subject thatas to which there is a reasonable possibility of an adverse determination and that if determined adversely to the Parent Guarantor or any of its subsidiaries, would reasonably be expected, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiaries, would reasonably be expected to have a Material Adverse Effect; except as described in the Registration Statement, the General Disclosure Package and no such actions, suits or proceedings orthe Prospectus, to the knowledge of the CompanyCompany and the Parent Guarantor, investigations no such investigations, actions, suits or proceedings are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange 1933 Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so described, described and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange 1933 Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the General Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed or described, except for those documents relating to the issuance of a particular series of Securities, which will be filed on Form 8-K in connection with the closing of the issuance of such Securities.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries is or may be become a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or or, to the knowledge of the Company, may be become, the subject thatof, which, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There , except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Pricing Disclosure Package and the date hereofFinal Prospectuses, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings pending or, to the knowledge of the Company, investigations pending threatened, to which the Company or any of its Subsidiaries subsidiaries is or a party or, to the knowledge of the Company, may reasonably be expected to be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or the subject or, to the knowledge of the Company, may reasonably be expected to be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and ; no such investigations, actions, suits or proceedings orare, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act or applicable Canadian Securities Laws to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus Final Prospectuses that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectuses and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act or applicable Canadian Securities Laws to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus Final Prospectuses that are not so filed as exhibits to or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectuses.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofGeneral Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending (“Actions”) to which the Company or any of its the Subsidiaries is or may be a party or to which any property of the Company or any of its the Subsidiaries is or may be the subject and, to the best knowledge of the Company after due inquiry, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which any Drilling Partnership is a party or to which any property of any Drilling Partnership is the subject, in each case that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiaries, would could reasonably be expected to have a Material Adverse Effect, ; and no such actions, suits or proceedings Actions are threatened or, to the best knowledge of the CompanyCompany after due inquiry, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange 1933 Act to be described in the Company SEC Documents Registration Statement, the General Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange 1933 Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the General Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the General Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had orif determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; no such Actions are, to the knowledge of the Company, threatened or contemplated by any governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries; and (i) there are no current or pending Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that, individually or in the aggregate, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that, individually or in the aggregate, the failure to file could reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, to the knowledge of the Company, investigations are pending, threatened or contemplated, by any governmental or regulatory authority or by others. There are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so described, and there are no statutes, regulations or contracts or other documents that are required under the Exchange Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed or described.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries Controlled Entities is or may be a party or to which any property of the Company or any of its Subsidiaries Controlled Entities is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its SubsidiariesControlled Entities, would could reasonably be expected to have a Material Adverse EffectEffect or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, and or which are otherwise material in the context of the sale of the Shares; no such actions, suits or proceedings Actions are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental Governmental Agency or regulatory authority or by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement and the date hereofProspectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the best knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering the Prospectus that are not or will not be so described, described in the Registration Statement and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus any Incorporated Document or described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering the Prospectus or in any Incorporated Document that are not so filed as exhibits to the Registration Statement or describedany Incorporated Document or described in the Registration Statement and the Prospectus or in any Incorporated Document. The statements set forth or incorporated by reference in the Prospectus under the headings “Material United States Federal Income Tax Considerations for Non-U.S. Holders,” “Risk Factors,” “Business—Intellectual Property,” “Business—Collaborations,” “Business—Regulatory Matters,” “Legal Proceedings,” and “Description of Capital Stock,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate in all material respects and fair summaries of such legal matters, agreements, documents or proceedings.

Legal Proceedings. Except as described set forth in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to of which any property or assets of the Company or any of its Subsidiaries subsidiaries is or may be the subject thatthat would, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiaries, would reasonably be expected to have a Material Adverse EffectEffect or would, in the aggregate, reasonably be expected to have a material adverse effect on the performance by the Company of its obligations under this Agreement or the consummation of any of the transactions contemplated hereby, thereby or by the Registration Statement, the Pricing Disclosure Package and no such actionsthe Prospectus. Except as set forth in the Registration Statement, suits or proceedings orthe Pricing Disclosure Package and the Prospectus, to the knowledge of the Company, investigations no such Actions are pending, threatened by governmental authorities or contemplated, by any governmental or regulatory authority or by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package, the Prospectus or will not be so describedin any of the documents incorporated by reference therein, and (ii) there are no statutes, regulations regulations, or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package, the Prospectus or in any of the documents incorporated by reference therein.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to the date hereof, there There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the CompanyCompany Parties, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofGeneral Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company Parent Guarantor or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company Parent Guarantor or any of its Subsidiaries subsidiaries is or may be the subject thatas to which there is a reasonable possibility of an adverse determination and that if determined adversely to the Parent Guarantor or any of its subsidiaries, would reasonably be expected, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiaries, would reasonably be expected to have a Material Adverse Effect; except as described in the Registration Statement, the General Disclosure Package and no such actions, suits or proceedings orthe Prospectus, to the knowledge of the CompanyCompany and the Parent Guarantor, investigations no such investigations, actions, suits or proceedings are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so described, described and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the General Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed or described, except for those documents relating to the issuance of a particular series of Securities, which will be filed on Form 8-K in connection with the closing of the issuance of such Securities.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its Significant Subsidiaries is or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries is or may be reasonably expected to become a party or to which any property of the Company or any of its Significant Subsidiaries is or or, to the knowledge of the Company, may be reasonably expected to become the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Significant Subsidiaries, would reasonably be expected to have a Material Adverse Effect, and ; no such actions, suits or proceedings Actions are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There , except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, respectively.

Legal Proceedings. Except as described disclosed in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries the Group Entities is or may be a party or to which any property of the Company or any of its Subsidiaries the Group Entities is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariesthe Group Entities, would could reasonably be expected to have a Material Adverse Effect, and ; no such investigations, actions, suits or proceedings orare, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Business — Legal Proceedings” are true and accurate in all material respects, and nothing has been omitted from such statements which would make the same misleading in any material respect.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its SubsidiariesCompany, would could reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement and the date hereofProspectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the best knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering the Prospectus that are not or will not be so described, described in the Registration Statement and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus any Incorporated Document or described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering the Prospectus or in any Incorporated Document that are not so filed as exhibits to the Registration Statement or describedany Incorporated Document or described in the Registration Statement and the Prospectus or in any Incorporated Document. The statements set forth or incorporated by reference in the Prospectus under the headings “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders,” “Risk Factors,” “Business—Intellectual Property,” “Business—Material License Agreements,” “Business—Government Regulation and Product Approval,” “Business—Legal Proceedings,” and “Description of Capital Stock,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate in all material respects and fair summaries of such legal matters, agreements, documents or proceedings.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries is or subsidiaries is, or, to the Company’s knowledge, may be a party or to which any property of the Company or any of its Subsidiaries is or subsidiaries is, or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations Company no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed or incorporated by reference as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed or describedincorporated by reference as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) now pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or or, to the knowledge of the Company, may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There others that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, (i) there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; (ii) to the knowledge of the Company, investigations are pending, no such Actions have been threatened or contemplated, in writing by any governmental or regulatory authority or by others. There others that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; (iii) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (iv) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to become a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to become the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, and there are no contracts or other documents that are required to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus Statement, that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or filed or describedas exhibits to the Registration Statement, as the case may be.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and Effect or have a material adverse effect on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, legal or governmental or regulatory actions, suitssuits or proceedings pending to which the Company, proceedings any of its subsidiaries or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries the Acquired Companies is or may be a party or to which any property of the Company or Company, any of its Subsidiaries subsidiaries or, to the knowledge of the Company, any of the Acquired Companies is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company Company, any of its subsidiaries or any of its Subsidiariesthe Acquired Companies, as the case may be, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company, and no such actions, suits or proceedings or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject subject, that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect; and to the knowledge of the Company, and no such investigations, actions, suits or proceedings are threatened or contemplated by any Governmental Authority or others. There are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Business—Legal Proceedings” are true and accurate in all material respects and there are no current or, to the knowledge of the Company, investigations are pending, threatened or contemplated, by any governmental or regulatory authority or by others. There are no current or pending legal, governmental or regulatory actions, suits or proceedings to which the Company or any of its subsidiaries is subject or that are required under the Exchange Act to be described in the Company SEC Documents Registration Statement, Pricing Disclosure Package and Prospectus by the Securities Act or by the Rights Offering Registration Statement or Rights Offering Prospectus rules and regulations of the Commission thereunder and that are have not or will not be been so described, and there are no statutes, regulations or contracts or other documents that are required under the Exchange Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed or described.

Legal Proceedings. Except as described set forth in or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company SEC Documents filed prior to the date hereof, there are no legal, governmental or regulatory actions, suits, proceedings any of its subsidiaries or its or their property is pending or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries is or may be the subject threatened that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, ; and no such actions, suits or proceedings or, to the knowledge of the Company, investigations are pending, threatened or contemplated, by any governmental or regulatory authority or by others. There are (i) there is no current or pending legalaction, suit or proceeding by or before any court or governmental agency, authority or regulatory actions, suits body or proceedings any arbitrator involving the Company or any of its subsidiaries or its or their property that are is required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are is not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or or, to the knowledge of the Company, may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, Effect on the Company and its subsidiaries taken as a whole; no such investigations, actions, suits or proceedings are overtly threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents to which the Company is subject or by which the Company is bound that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or(including by the U.S. Department of Health and Human Services (“HHS”) and any office contained therein) (collectively, to the knowledge of the Company, investigations “Actions”) pending to which the Company any Oak Street Party or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company any Oak Street Party or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company any Oak Street Party or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the CompanyOak Street Parties, investigations no such Actions are pendingthreatened or, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofTime of Sale Prospectus and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, and no such actionsActions that would reasonably be expected, suits individually or proceedings orin the aggregate, to the knowledge of the Company, investigations are pending, have a Material Adverse Effect have been threatened or contemplated, in writing by any governmental or regulatory authority or by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Time of Sale Prospectus or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Time of Sale Prospectus and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Time of Sale Prospectus or the Rights Offering Registration Statement Prospectus (or Rights Offering Prospectus any document incorporated by reference therein), that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Time of Sale Prospectus and the Prospectus (or any document incorporated by reference therein).

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had orif determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; no such Actions are, to the knowledge of the Company, threatened or contemplated by any governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries; and (i) there are no current or pending Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that, individually or in the aggregate, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, to the knowledge of the Company, investigations are pending, threatened or contemplated, by any governmental or regulatory authority or by others. There are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so described, and there are no statutes, regulations or contracts or other documents that are required under the Exchange Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed or described.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its SubsidiariesCompany, would reasonably be expected to have a Material Adverse Effect, and ; no such actions, suits or proceedings Actions are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and Effect or have a material adverse effect on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or or, to the Company’s knowledge, may be a party party, or any of its executive officers, directors or key employees is a party, or to which any property of the Company or any of its Subsidiaries subsidiaries is or or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofGeneral Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its the Subsidiaries is or may be a party or to which any property of the Company or any of its the Subsidiaries is or may be the subject and, to the best knowledge of Company after due inquiry, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which any Drilling Partnership is a party or to which any property of any Drilling Partnership is the subject, that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiaries, would could reasonably be expected to have a Material Adverse Effect, and ; no such investigations, actions, suits or proceedings are threatened or, to the best knowledge of the CompanyCompany after due inquiry, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange 1933 Act to be described in the Company SEC Documents Registration Statement, the General Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange 1933 Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the General Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the General Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries the Group Entities is or may be a party or to which any property of the Company or any of its Subsidiaries the Group Entities is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariesthe Group Entities, would could reasonably be expected to have a Material Adverse Effect, and ; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Business — Legal Proceedings” are true and accurate in all material respects, and nothing has been omitted from such statements which would make the same misleading in any material respect.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, investigations pending may reasonably be expected to which the Company or any of its Subsidiaries is or may be become a party or to which any property of the Company or any of its Subsidiaries is subsidiaries is, to the knowledge of the Company, or may reasonably be expected to become, the subject thatof which, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There , except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (i) there are no material current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and ; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Business-Legal, arbitral and administrative proceedings” are true and accurate in all material respects, and nothing has been omitted from such statements which would make the same misleading in any material respect.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such investigations, actions, suits or proceedings are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. . (i) There are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (ii) there are no actions, suits, proceedings, inquiries or will not investigations 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 are required to be so describeddisclosed, or that could, individually or in the aggregate, have a Material Adverse Effect; and (iii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or(“Actions”) pending to which the Company is, or to the knowledge of the Company, investigations pending may reasonably be expected to which the Company or any of its Subsidiaries is or may be become a party or to which any property of the Company or any of its Subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its SubsidiariesCompany, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its the Subsidiaries is or may be a party or to which any property of the Company or any of its the Subsidiaries is or may be the subject and, to the best knowledge of Company after due inquiry, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which any Drilling Partnership is or may be a party or to which any property of any Drilling Partnership is or may be the subject, that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiaries, would could reasonably be expected to have a Material Adverse Effect, and ; no such investigations, actions, suits or proceedings are threatened or, to the best knowledge of the CompanyCompany after due inquiry, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Company SEC Documents filed prior to Pricing Disclosure Package and the date hereofProspectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is a party, or may be a party or to of which any property property, right or asset of the Company or any of its Subsidiaries subsidiaries is or may be the subject subject, that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits Effect or proceedings oradversely affect the consummation of the transactions contemplated by this Agreement; and, to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, by any governmental or regulatory authority or by others. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the Company’s knowledge, is threatened or imminent. There are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering the Prospectus or any document incorporated by reference therein that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or will not be so described, any document incorporated by reference therein and there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus any document incorporated by reference therein or so described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package and the Prospectus or the Rights Offering Registration Statement or Rights Offering Prospectus any document incorporated by reference therein that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofTime of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings pending to which the Company or any of its subsidiaries or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries the Acquisition Assets is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries or, to the knowledge of the Company, any of the Acquisition Assets is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries or any of the Acquisition Assets, would could reasonably be expected to have a Material Adverse Effect, Effect or materially and adversely affect the ability of the Company to perform their obligations under the Transaction Documents; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering the Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofGeneral Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its the Subsidiaries is or may be a party or to which any property of the Company or any of its the Subsidiaries is or may be the subject and, to the best knowledge of Company after due inquiry, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which any Drilling Partnership is or may be a party or to which any property of any Drilling Partnership is or may be the subject, that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiaries, would could reasonably be expected to have a Material Adverse Effect, and ; no such investigations, actions, suits or proceedings are threatened or, to the best knowledge of the CompanyCompany after due inquiry, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange 1933 Act to be described in the Company SEC Documents Registration Statement, the General Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange 1933 Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the General Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the General Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or or, to the knowledge of the Company, may reasonably be expected to be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or or, to the knowledge of the Company, may reasonably be expected to be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such investigations, actions, suits or proceedings are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries is or may is reasonably likely to be a party or to which any property of the Company or any of its Subsidiaries is or may is reasonably likely to be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its SubsidiariesCompany, would could reasonably be expected to have a Material Adverse Effect, and ; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Company SEC Documents filed prior to Registration Statement, the date hereofTime of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party (or with respect to any of the foregoing in existence on the date hereof, to which the Company or any of its subsidiaries could reasonably be expected to become a party) or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject (or with respect to any of the foregoing in existence on the date hereof, to which any such property could reasonably be expected to become subject) that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse EffectEffect or materially and adversely affect the Company’s and the Guarantors’ ability to fulfill their respective obligations under this Agreement; to the knowledge of the Company and each of the Guarantors, and no such investigations, actions, suits or proceedings or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Time of Sale Information or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings pending to which any Bioventus Party or any of its subsidiaries is or, to the knowledge of the CompanyBioventus Parties, investigations pending to which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company any Bioventus Party or any of its Subsidiaries subsidiaries is or or, to the knowledge of the Bioventus Parties, may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company any Bioventus Party or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Bioventus Parties, and no such investigations, actions, suits or proceedings or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in each of the Company SEC Documents filed prior to Registration Statement, the date hereofTime of Sale Prospectus and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, Effect or to adversely affect the consummation of the transactions contemplated by this Agreement and no such actions, suits the Forward Sale Agreements or proceedings or, the performance by the Company of its obligations hereunder and thereunder; to the knowledge of the Company, investigations no such investigations, actions, suits or proceedings are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act or the Exchange Act to be described in the Company SEC Documents Registration Statement, the Time of Sale Prospectus or the Rights Offering Registration Statement Prospectus or Rights Offering Prospectus any document incorporated by reference therein that are not or will not be so described, described as required and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act or the Exchange Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus any document incorporated by reference therein or described in the Company SEC Documents Registration Statement, the Time of Sale Prospectus or the Rights Offering Registration Statement Prospectus or Rights Offering Prospectus any document incorporated by reference therein that are not so filed as exhibits or describedso described as required.

Legal Proceedings. Except as described in To the Company SEC Documents filed prior to the date hereof, there are no legal, governmental or regulatory actions, suits, proceedings or, to the knowledge Knowledge of the CompanyMembers, investigations pending to IRIS is not in violation of, and has not received any notice of any violation of (a) any applicable statute, law, regulation, ordinance, writ, injunction, order, judgment or decree, the effect of which the Company or any of its Subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries is or may be the subject thatviolation could, individually or in the aggregate, has had orbe Materially Adverse to IRIS's Business, if determined adversely or (b) any provision of the Articles of Organization or Operating Agreement (or other organizational or charter document) of IRIS. To the Knowledge of the Members, there is no order, writ, injunction, judgment or decree outstanding, and no legal, administrative, arbitration or other proceeding, action, suit or governmental investigation or inquiry against or relating to IRIS or its assets or business ("IRIS LEGAL PROCEEDINGS") pending or threatened, and to the Company Knowledge of the Members, there are no claims (including unasserted claims as to which there has been a manifestation by a potential claimant of an awareness of such claim or any it is considered probable that a claim will be asserted and there is a reasonable possibility that the outcome will be unfavorable, all as such terms are used in Statement of Financial Accounting Standards No. 5), against or relating to IRIS or its Subsidiariesassets or business, which pending or threatened IRIS Legal Proceedings or claims would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, and no such actions, suits or proceedings orEffect on IRIS's Business. The IRIS Disclosure Schedule sets forth with respect to each IRIS Legal Proceeding, to the knowledge extent that the aggregate remedies or damages claimed for each such complaint are unspecified, involve specific performance or injunctive relief or exceed $10,000, the forum, the parties thereto, a brief description of the Company, investigations are pending, threatened or contemplated, by any governmental or regulatory authority or by otherssubject matter thereof and the amount of damages claimed. There are is no current IRIS Legal Proceeding which in any manner challenges or pending legalseeks to prevent, governmental enjoin, alter or regulatory actions, suits or proceedings that are required under delay any of the Exchange Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so described, and there are no statutes, regulations or contracts or other documents that are required under the Exchange Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed or describedtransactions contemplated hereby.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to the date hereof, there There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and ; no such actions, suits or proceedings orActions are, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package, the Prospectus and the Belgian Listing Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its the Subsidiaries is or may be a party or to which any property of the Company or any of its the Subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its the Subsidiaries, would could reasonably be expected to have a Material Adverse Effect, ; and no such actions, suits or proceedings or, to the knowledge of the Company, investigations no such investigations, actions, suits or proceedings are pending, threatened or contemplated, contemplated by any governmental Governmental Authority or regulatory authority or by others. There are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so described, and there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Business — Legal Proceedings” are true and accurate in all material respects.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company Company, the Partnership or any of its Subsidiaries their respective subsidiaries is or may reasonably be expected to become, a party or to which any property of the Company Company, the Partnership or any of its Subsidiaries their respective subsidiaries is or may reasonably be expected to become, the subject that, individually or in the aggregate, has had or, if determined adversely to the Company Company, the Partnership or any of its Subsidiariestheir respective subsidiaries, would could reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the CompanyCompany or the Partnership, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofTime of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suitssuits or proceedings pending, including, but not limited to, proceedings oror investigations by the Israeli income tax authorities, to VAT authorities, customs authorities or environmental authorities, or by the knowledge of the CompanyIsraeli National Insurance Institute, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or has been notified in writing or to their knowledge otherwise, that it may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or has been notified in writing or to their knowledge otherwise, that it may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, Effect or materially and adversely affect the ability of the Company to perform its obligations under this Agreement; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Time of Sale Information and the Prospectus, (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering the Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Time of Sale Information and the Prospectus and (iii) there are no proceedings that have been instituted by the Registrar of Companies in the State of Israel for the dissolution of the Company.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries is or may reasonably be expected to become a party or to which any property of the Company or any of its Subsidiaries is or may be reasonably expected to become the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its SubsidiariesCompany, would reasonably be expected to have a Material Adverse Effect, and ; no such actions, suits or proceedings orActions are, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or regulations, contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse EffectEffect or a material adverse effect on the performance by the Company of its obligations under this Agreement (and the Company is not aware of any facts that would reasonably form the basis of any such investigation, and action, suit or proceeding); no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory actionsinvestigations, demands, claims, suits, arbitrations, inquiries, audits, surveys, hearings, enforcements, proceedings or, to the knowledge of the Company, investigations or other actions (“Actions”) pending to which the Company any SDC Party or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company any SDC Party or any of its Subsidiaries their subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company either SDC Party or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the CompanySDC Parties, investigations no such Actions are pendingthreatened or, threatened or contemplated, contemplated by any governmental or regulatory authority or by others. There that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries the Group Entities is or may be a party or to which any property of the Company or any of its Subsidiaries the Group Entities is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariesthe Group Entities, would could reasonably be expected to have a Material Adverse Effect, and ; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Business—Legal proceedings” are true and accurate in all material respects, and nothing has been omitted from such statements which would make the same misleading in any material respect.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending (including, without limitation, by the FCC or any franchising authority) to which the Company or any of its subsidiaries is or, to the knowledge of the Company, investigations pending may reasonably be expected to which the Company or any of its Subsidiaries is or may be become a party or to which any property property, right or asset of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or; and, to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described disclosed in each of the Company SEC Documents filed prior to Registration Statement, the date hereof, Pricing Disclosure Package and the Prospectus: (i) there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or or, to the Company’s knowledge, may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiaries, would could reasonably be expected to have a Material Adverse Effect, and Effect and (ii) no such actions, suits or proceedings Actions have been threatened in writing or, to the knowledge of the Company’s knowledge, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or by others. There , except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (A) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (B) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed or incorporated by reference as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed or describedincorporated by reference as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to the date hereof, there There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiary is or may reasonably be expected to become a party or to which any property of the Company or any of its Subsidiaries subsidiary is or may be reasonably expected to become the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiary, would reasonably be expected to have a Material Adverse Effect, and no such actions, suits or proceedings or, ; to the knowledge of the Company, investigations no such Actions are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or or, to the knowledge of the Company, may reasonably be expected to be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or or, to the knowledge of the Company, may reasonably be expected to be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, ; and no such actions, suits or proceedings or, to the knowledge of the Company, investigations no such investigations, actions, suits or proceedings are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings pending to which the Company or any of its subsidiaries or, to the knowledge of the Company, investigations pending to which the Company LoopNet or any of its Subsidiaries subsidiaries, is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries or, to the knowledge of the Company, LoopNet or any of its subsidiaries, is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries or LoopNet or any of its subsidiaries, as applicable, would reasonably be expected to have a Material Adverse Effect, and ; no such investigations, actions, suits or proceedings have been threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries is or may be is reasonably expected to become a party or to which any property of the Company or any of its Subsidiaries is or may be is reasonably expected to become the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its SubsidiariesCompany, would could reasonably be expected to have a Material Adverse Effect, and ; no such actions, suits or proceedings orActions are, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus or any documents incorporated by reference therein, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and ; no such investigations, actions, suits or proceedings or, are to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or will not be so described, any documents incorporated by reference therein and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus or any documents incorporated by reference therein.

Legal Proceedings. Except as described or otherwise disclosed in the Company SEC Documents filed prior to Registration Statement, the date hereofTime of Sale Information and the Prospectus, there are no actions, suits or proceedings or, to the Company’s knowledge, legal, governmental or regulatory actions, suits, proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is the subject, where in any such case (i) there is a reasonable possibility that such investigation, action, suit or proceeding may be determined adversely to the subject thatCompany or such subsidiary and (ii) such investigation, individually action, suit or in the aggregate, has had orproceeding, if determined adversely to the Company or any of its Subsidiariessubsidiaries, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, and no such investigations, actions, suits or proceedings or, to the knowledge of the Company, investigations are pending, have been threatened or contemplated, in writing by any governmental or regulatory authority or by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering the Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Time of Sale Information or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Pre-Effective Registration Statement, the date hereofRegistration Statement, the Preliminary Prospectus and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or, to the knowledge of the Company, investigations (“Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may would reasonably be expected to become a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may would reasonably be expected to become the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and ; no such actions, suits or proceedings Actions are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Pre-Effective Registration Statement or Rights Offering Prospectus Registration Statement or described in the Company SEC Documents Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Pre-Effective Registration Statement and Registration Statement or describeddescribed in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, and no 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 their respective properties or assets is the subject, including ordinary routine litigation incidental to the business, if determined adversely to the Company and such actionssubsidiaries, suits or proceedings or, could not be expected to have a Material Adverse Effect; to the knowledge of the Company, investigations no such investigations, actions, suits or proceedings are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofTime of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits, suits or proceedings or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse EffectEffect or materially and adversely affect the consummation of the transactions contemplated by the Transaction Documents or the ability of the Company to perform its obligations under the Transaction Documents; to the best knowledge of the Company, and no such investigations, actions, suits or proceedings are threatened or, to the best knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings to which the Company or any of its subsidiaries is or may reasonably be expected to be a party or to which any property of the Company or any of its subsidiaries is or may reasonably be expected to be subject, that are required under the Exchange Securities Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Time of Sale Information and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering the Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Time of Sale Information and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory actions, suitssuits or proceedings pending, proceedings or, and to the Company’s best knowledge of the Companythere are no legal, governmental or regulatory investigations pending pending, to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse EffectEffect or could interfere with or adversely affect the right, power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus; to the best knowledge of the Company, no such investigations, actions, suits or proceedings or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There others and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Exchange Securities Act to be described in the Company SEC Documents or Registration Statement, the Rights Offering Registration Statement or Rights Offering Pricing Disclosure Package and the Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no material statutes, regulations or regulations, contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering the Prospectus that are not so filed or described.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) or, to the knowledge of the Company, investigations pending to which the Company or any of its Subsidiaries subsidiaries is or may be a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may be the subject that, individually or in the aggregate, has had if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; no such Actions are threatened or, to the knowledge of the Company, contemplated and, to the knowledge of the Company, no such investigations are threatened or contemplated by any governmental or regulatory authority or threatened by others that, individually or in the aggregate, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would could reasonably be expected to have a Material Adverse Effect, ; and no such actions, suits or proceedings or, to the knowledge of the Company, investigations are pending, threatened or contemplated, by any governmental or regulatory authority or by others. There (i) there are no current or pending legal, governmental Actions or regulatory actions, suits or proceedings investigations that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. Except as described in the Company SEC Documents filed prior to Registration Statement, the date hereofPricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings or(including by the U.S. Department of Health and Human Services (“HHS”) and any office contained therein) (collectively, to the knowledge of the Company, investigations “Actions”) pending to which the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to become a party or to which any property of the Company or any of its Subsidiaries subsidiaries is or may reasonably be expected to become the subject that, individually or in the aggregate, has had or, if determined adversely to the Company or any of its Subsidiariessubsidiaries, would reasonably be expected to have a Material Adverse Effect, and ; no such actions, suits or proceedings Actions are threatened or, to the knowledge of the Company, investigations are pending, threatened or contemplated, contemplated by any governmental or regulatory authority or threatened by others. There ; and (i) there are no current or pending legal, governmental or regulatory actions, suits or proceedings Actions that are required under the Exchange Securities Act to be described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not or will not be so describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Exchange Securities Act to be filed as exhibits to the Company SEC Documents or the Rights Offering Registration Statement or Rights Offering Prospectus or described in the Company SEC Documents Registration Statement, the Pricing Disclosure Package or the Rights Offering Registration Statement or Rights Offering Prospectus that are not so filed as exhibits to the Registration Statement or describeddescribed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.