Common use of Legal Proceedings Clause in Contracts

Legal Proceedings. There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx Xxxx, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiaries, would could reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx any EVO Party or any of their respective subsidiaries is are or may be a party or to which any property of the Company or Xxxxxxxx Xxxx any EVO Party or any of their respective subsidiaries is are or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx EVO Parties or any of their respective subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxEVO Parties, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

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

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect, and no order, ruling or determination having the effect of suspending the sale or ceasing the trading of any securities of the Company or its subsidiaries has been issued or made by any court, securities regulatory authority or stock exchange or any other regulatory authority and is continuing in effect; and no such investigations, actions, suits or proceedings are, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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 or the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx Company, JEH LLC or any of their respective subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx Company, JEH LLC or any of their respective subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx Company, JEH LLC or any of their respective subsidiaries, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxJEH LLC, no such Actions investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; no such Actions are, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There are Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no legal, governmental governmental, administrative or regulatory investigationsinvestigation, actionsaction, demandssuit, claimsclaim or proceeding pending or, suitsto the knowledge of the WhiteHorse Entities, arbitrations, inquiries or proceedings (“Actions”) pending to which threatened against the Company or Xxxxxxxx Xxxx or any of their subsidiaries is or may be a party the Subsidiary, or to which any property of the Company or Xxxxxxxx Xxxx the Subsidiary is, or to the knowledge of the WhiteHorse Entities, would reasonably be expected to be, subject, before any of their subsidiaries is court or may be the subject regulatory or administrative agency or otherwise that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx the Subsidiary would, individually or any of their subsidiariesin the aggregate, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx Xxxx, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there . There are no current or pending Actions legal, governmental, administrative or regulatory investigations, actions, suits, claims or proceedings that are required under the Securities 1933 Act or the Investment Company Act to be described in the Registration Statement, the Pricing General Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and (ii) there Prospectus. There are no statutes, regulations or contracts or other documents that are required under the Securities 1933 Act or the Investment Company Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing General Disclosure Package or and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus.

Legal Proceedings. There Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries arbitrations or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property or asset of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is the subject, and no such Actions are, to the knowledge of the Company, threatened by any governmental or may be the subject regulatory authority or threatened by others that, in each case, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx Xxxx, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; Effect 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 Time of Sale Information or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Information and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiaries, would reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their subsidiaries its subsidiary is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their subsidiaries its subsidiary is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiariesits subsidiary, would could reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are threatened or, to the best knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject thatthat would, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no legal, legal or governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx Parent Guarantor, the Issuer or any of their subsidiaries the Parent Guarantor’s Significant Subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx Parent Guarantor, the Issuer or any of their subsidiaries the Parent Guarantor’s Significant Subsidiaries is subject other than litigation or may be the subject thatother proceedings which, individually or in the aggregateopinion of the Parent Guarantor, if determined adversely to will not in the Company or Xxxxxxxx Xxxx or any of their subsidiaries, would reasonably be expected to aggregate have a Material Adverse Effect; and, to the knowledge of the Company or Xxxxxxxx XxxxParent Guarantor’s and the Issuer’s officers, no such Actions proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by othersauthorities; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described 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 Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened threatened, or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiaries, would could reasonably be expected to have a Material Adverse Effect; no such Actions are threatened or, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are threatened or to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their subsidiaries is or may reasonably be expected to become a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their subsidiaries is or may reasonably be expected to become the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiariesCompany, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions investigations, actions, suits or proceedings are threatened or or, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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 the documents incorporated by reference therein) or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. There Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx any of its subsidiaries is a party (or with respect to any of the foregoing in existence on the date hereof, to which the Company or any of their its subsidiaries is or may could reasonably be expected to become a party party) or to which any property of the Company or Xxxxxxxx Xxxx or any of their its 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, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their 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 Company or Xxxxxxxx Xxxxand each of the Guarantors, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions investigations, actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party that, or to which any property property, right or asset of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject of that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; and, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may reasonably be expected to become a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may reasonably be expected to become the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx Parent or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx Parent or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx Parent or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx Xxxxand the Parent, no such Actions investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no such current or pending Actions actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Time of Sale Information and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, pending actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company against or Xxxxxxxx Xxxx affecting Holdings, TXOK or any of their respective subsidiaries is or may be a party or properties that, if determined adversely to which any property of the Company or Xxxxxxxx Xxxx Holdings, TXOK or any of or their subsidiaries is or may be the subject thatrespective subsidiaries, would, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiaries, would reasonably be expected to have a Material Adverse Effect, or would materially and adversely affect the ability of the Company or Holdings to perform their obligations under the Transaction Documents or the ability of TXOK to consummate the Redemption; and, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by otherscontemplated; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiaries, would could reasonably be expected to have a Material Adverse EffectEffect or materially and adversely affect the ability of the Company to perform its obligations under this Agreement; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by othersothers that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; 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 statutes, regulations or 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.

Legal Proceedings. There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Hxxxxxxx Xxxx or any of their subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Hxxxxxxx Xxxx or any of their subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Hxxxxxxx Xxxx or any of their subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx Hxxxxxxx Xxxx, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; no such Actions are threatened or, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by othersothers that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject (collectively, “Actions”) that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are Action has been overtly threatened or contemplated by any governmental or regulatory authority or overtly threatened by othersothers that, individually or when aggregated with any other Action, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to Effect or materially and adversely affect the knowledge ability of the Company to perform its obligations under this Agreement; the Company has not received any written notice that any such investigations, actions, suits or Xxxxxxxx Xxxx, no such Actions proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx any of its subsidiaries is a party (or with respect to any of the foregoing in existence on the date hereof, to which the Company or any of their its subsidiaries is or may could reasonably be expected to become a party party) or to which any property of the Company or Xxxxxxxx Xxxx or any of their its 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, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their 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 Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions investigations, actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their subsidiaries its Subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their subsidiaries its Subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiariesits Subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx Xxxx, and the Guarantors no such Actions investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may reasonably be expected to become a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may reasonably be expected to become the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx Xxxx, no such Actions investigations, actions, suits or proceedings are threatened or or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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.

Legal Proceedings. There Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their subsidiaries its Subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their subsidiaries its Subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiariesits Subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx Xxxx, and the Guarantors no such Actions investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their subsidiaries the Principal Subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their subsidiaries the Principal Subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiariesapplicable subsidiary, would could reasonably be expected to have a Material Adverse Effect; to the best knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by othersauthority; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 including, but not limited to, proceedings or investigations by the Israeli income tax authorities, VAT authorities, customs authorities or environmental authorities, or by the National Insurance Institute of Israel (collectively, the “Israeli Authorities”) and (ii) there are no statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their subsidiaries its subsidiary is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their subsidiaries its subsidiary is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiariesits subsidiary, would reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions investigations, actions, suits or proceedings are threatened or or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiaries, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory investigations, actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, any Permitted Free Writing Prospectus 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the ​ subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 any Permitted Free Writing Prospectus or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package any Permitted Free Writing Prospectus and the Prospectus and (ii) there are no statutes, regulations or 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 any Permitted Free Writing Prospectus or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package any Permitted Free Writing Prospectus and the Prospectus.

Legal Proceedings. There Except as described in or incorporated by reference each of the Registration Statement, the Time of Sale Information 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; no Actions are threatened or, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 Time of Sale Information or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and Time of Sale Information, the Prospectus or any document incorporated by reference therein that are not so described as required and (ii) there are no statutes, regulations or 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 Time of Sale Information and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the ProspectusProspectus or any document incorporated by reference therein that are not so filed as exhibits or so described as required.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries arbitrations or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; no such Actions are, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 Statement or the Prospectus that are not so described 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 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.

Legal Proceedings. There Other than as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; and no such investigations, actions, suits or proceedings are, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or or, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, Statement or the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, Statement or the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or 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, Statement or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their subsidiaries its subsidiary is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their subsidiaries its subsidiary is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiariesits subsidiary, would reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany’s knowledge, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by othersothers that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 including, but not limited to, proceedings or investigations by the Israeli income tax authorities, VAT authorities, customs authorities or environmental authorities, or by the Israeli National Insurance (collectively, the “Israeli Authorities”) and (ii) there are no statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse EffectEffect or materially and adversely affect the Company's ability to perform its obligations under this Agreement; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus. The statements set forth in the Prospectus under the caption "Business--Legal Proceedings", insofar as they purport to summarize the facts and status of pending or threatened legal proceedings involving the Company or its subsidiaries, 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. There Except as described in the Registration Statement, any Permitted Free Writing Prospectus 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 any Permitted Free Writing Prospectus or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package any Permitted Free Writing Prospectus and the Prospectus and (ii) there are no statutes, regulations or 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 any Permitted Free Writing Prospectus or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package any Permitted Free Writing Prospectus and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiariesCompany, would could reasonably be expected to have a Material Adverse EffectEffect or materially and adversely affect the ability of the Company to perform its obligations under the Transaction Documents; no such investigations, actions, suits or proceedings are, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) current or pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property or rights of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may reasonably be expected to become a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There Other than as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; and no such investigations, actions, suits or proceedings are, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or or, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, Statement or the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, Statement or the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or 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, Statement or 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 Final Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is the subject, and no such investigations, actions, suits or may be proceedings are, to the subject knowledge of the Company, threatened by any governmental or regulatory authority or threatened by others that, in each case, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx Xxxx, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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.

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

Legal Proceedings. There Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiaries, would its subsidiaries could reasonably be expected to have a Material Adverse EffectEffect or materially and adversely affect the ability of the Company to perform its obligations under this Agreement; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Prospectus, and the Time of Sale Information, there are no legal, legal or governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending or, to the Company’s and the Guarantor’s knowledge, threatened to which the Company Guarantor, any of its subsidiaries or, to the Company’s and the Guarantor’s knowledge, any officer or Xxxxxxxx Xxxx director of the Guarantor or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx properties of the Guarantor or any of their its subsidiaries is subject, which, if determined adversely to the Guarantor, any of its subsidiaries, any officer or may be the subject thatdirector, would, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiaries, would reasonably be expected to have a Material Adverse Effect; to Effect on the knowledge Guarantor and its subsidiaries, taken as a whole, or on the power or ability of the Company and the Guarantor to perform their obligations under this Agreement, the Indenture, or Xxxxxxxx Xxxx, no such Actions are threatened the Securities or to consummate the transactions contemplated by any governmental or regulatory authority or threatened by othersthe Registration Statement, the Prospectus and the Time of Sale Information; 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 Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or Statement and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may could reasonably be expected to be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may could reasonably be expected to be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries arbitrations or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx any of its subsidiaries is the subject that, individually or in the aggregate, that if determined adversely to the Company or any of their subsidiaries is its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the Company’s knowledge, no such Actions are threatened by any governmental or may be the subject regulatory authority or by others that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx Xxxx, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statements and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its 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, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statements or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Statements and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement Statements or described in the Registration Statement, the Pricing Disclosure Package Statements or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statements and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are threatened or, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are, to the knowledge of the Company or Xxxxxxxx Xxxxand each of the Guarantors, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by othersother parties; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries arbitrations or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, suits arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by othersothers that do not arise out of the same underlying facts and allegations contained in the Actions disclosed in the Pricing Disclosure Package and the Prospectus; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement (in the case of contracts or other documents) or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement (in the case of contracts or other documents) or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. There are Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no legal, governmental governmental, administrative or regulatory investigationsinvestigation, actionsaction, demandssuit, claimsclaim or proceeding pending or, suitsto the knowledge of the CION Entities, arbitrations, inquiries or proceedings (“Actions”) pending to which threatened against the Company or Xxxxxxxx Xxxx or any of their subsidiaries is or may be a party the Subsidiaries, or to which any property of the Company or Xxxxxxxx Xxxx the Subsidiaries is, or to the knowledge of the CION Entities, would reasonably be expected to be, subject, before any of their subsidiaries is court or may be the subject regulatory or administrative agency or otherwise that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx the Subsidiaries would, individually or any of their subsidiariesin the aggregate, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx Xxxx, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there . There are no current or pending Actions legal, governmental, administrative or regulatory investigations, actions, suits, claims or proceedings that are required under the Securities 1933 Act or the Investment Company Act to be described in the Registration Statement, the Pricing General Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus and (ii) there Prospectus. There are no statutes, regulations or contracts or other documents that are required under the Securities 1933 Act or the Investment Company Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing General Disclosure Package or and the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing General Disclosure Package and the Prospectus.

Legal Proceedings. There are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or or, to the knowledge of the Company, may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or or, to the knowledge of the Company, may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their subsidiaries is or may reasonably be expected to become a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their subsidiaries is or may reasonably be expected to become the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiariesCompany, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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 the documents incorporated by reference therein) or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse EffectChange; no such Actions are threatened or, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may could reasonably be expected to be made a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may could reasonably be expected to be made the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by othersauthority; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; no such Actions are, to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or contracts or other documents that are required under the Securities Act to be filed or incorporated by reference as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed or incorporated by reference as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement (in the case of contracts or other documents) or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement (in the case of contracts or other documents) or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; no such investigations, actions, suits or proceedings are, to the knowledge of the Company contemplated or Xxxxxxxx Xxxx, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus Statement that are not so described in the Registration Statement, the Pricing Disclosure Package 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 to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its 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, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus and (ii) there are no statutes, regulations or 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 Statement or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by others; 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their subsidiaries its subsidiary is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their subsidiaries its subsidiary is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiariesits subsidiary, would reasonably be expected to have a Material Adverse Effect; to Effect or materially and adversely affect the knowledge ability of the Company to perform its obligations under this Agreement; the Company has not received any written notice that any such investigations, actions, suits or Xxxxxxxx Xxxx, no such Actions proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions legal, governmental or regulatory actions, suits or proceedings 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 statutes, regulations or 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.

Legal Proceedings. There Except as described in the Registration Statement, Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries suits or proceedings (“Actions”) pending to which the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their subsidiaries, would could reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions 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 Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package 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 Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus.

Legal Proceedings. There Except as described in the Registration Statement, the Pricing 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 Xxxxxxxx Xxxx or any of their its subsidiaries is or may be a party or to which any property of the Company or Xxxxxxxx Xxxx or any of their its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or Xxxxxxxx Xxxx or any of their its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company or Xxxxxxxx XxxxCompany, no such Actions are threatened or contemplated by any governmental or regulatory authority or threatened by othersothers that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; 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 statutes, regulations or regulations, 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.