Common use of Litigation; Proceedings Clause in Contracts

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Seller, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither the Seller, Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. The Seller or Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such request. There has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "ActionACTION") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither Except as described in the SellerSEC Documents, (i) neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving (A) a claim of violation of or liability under federal or state securities laws or (B) a claim of breach of fiduciary duty. The Seller or ; (ii) the Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such request. There request that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement); and (iii) there has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "ActionACTION") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither Except as described in the SellerSEC Documents, (i) neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving (A) a claim of violation of or liability under federal or state securities laws or (B) a claim of breach of fiduciary duty. The Seller or ; (ii) the Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such request. There request that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement); and (iii) there has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither the Seller, Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. The Seller or Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such requestrequest that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement). There has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither Except as described in the SellerSEC Documents, (i) neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving (A) a claim of violation of or liability under federal or state securities laws or (B) a claim of breach of fiduciary duty. The Seller or ; (ii) the Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such request. There request that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement); and (iii) there has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There is no action, suit, inquiry, ----------------------- notice of violation, proceeding or investigation pending or, to the knowledge of the SellerPurchaser, threatened against or affecting the Seller or the Company Purchaser or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither the SellerPurchaser, Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. The Seller or Company Purchaser does not have pending before the Commission any request for confidential treatment of information and the Seller and Company Purchaser has no knowledge of any expected such requestrequest that would be made prior to the Closing Date. There has not been, and to the best of the Seller and CompanyPurchaser's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company Purchaser or any current or former director or officer of the CompanyPurchaser.

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action"" ) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither the Seller, Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. The Seller or Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such requestrequest that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement). There has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (iI) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither the Seller, Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. The Seller or Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such requestrequest that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement). There has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Seller, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither the Seller, Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. The Seller or Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such requestrequest that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement). There has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There Except as specifically disclosed in the SEC Documents, (a) there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties (an "Action") before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federalFederal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither , (b) neither the Seller, Company nor any Subsidiary, nor to the Company's knowledge any director or officer thereof, is or has been the subject of any Action involving (i) a claim of violation of or liability under federal or state securities laws or (ii) a claim of breach of fiduciary duty. The Seller or ; (c) the Company does not have pending before the Commission any request for confidential treatment of information information; and the Seller and Company has no knowledge of any expected such request. There (d) there has not been, and to the best of the Seller and Company's knowledge knowledge, there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) except as disclosed in Schedule 2.1(g), could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither the Seller, Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. The Seller or Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such requestrequest that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement). There has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither the Seller, Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving (A) a claim of violation of or liability under federal or state securities laws or (B) a claim of breach of fiduciary duty. The Seller or ; (iii) the Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such request. There request that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement); and (iv) there has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither the Seller, Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving (A) a claim of violation of or liability under federal or state securities laws or (B) a claim of breach of fiduciary Convertible Debenture Purchase Agreement 6 duty. The Seller or ; (iv) the Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such request. There request that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement); and (v) there has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerPurchaser, threatened against or affecting the Seller or the Company Purchaser or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither the SellerPurchaser, Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. The Seller or Company Purchaser does not have pending before the Commission any request for confidential treatment of information and the Seller and Company Purchaser has no knowledge of any expected such requestrequest that would be made prior to the Closing Date. There has not been, and to the best of the Seller and CompanyPurchaser's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company Purchaser or any current or former director or officer of the CompanyPurchaser.

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "ActionACTION") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither To the Sellerbest of the Company's knowledge, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. The Seller or Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such requestrequest that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement). There has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There Except as described in the SEC Documents, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "“Action"”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither Except as described in the SellerSEC Documents, (i) neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving (A) a claim of violation of or liability under federal or state securities laws or (B) a claim of breach of fiduciary duty. The Seller or ; (ii) the Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such request. There request that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement); and (iii) there has not been, and to the best of the Seller and Company's ’s knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither the Seller, Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving (A) a claim of violation of or liability under federal or state securities laws or (B) a claim of breach of fiduciary duty. The Seller or ; (iv) the Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such request. There request that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement); and (v) there has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "ActionACTION") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither the Seller, Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving (A) a claim of violation of or liability under federal or state securities laws or (B) a claim of breach of fiduciary duty. The Seller or ; (iv) the Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such request. There request that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement); and (v) there has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There is no action, suit, ------------------------- inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither the Seller, Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving (A) a claim of violation of or liability under federal or state securities laws or (B) a claim of breach of fiduciary duty. The Seller or Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such request. There request that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement) and there has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.

Litigation; Proceedings. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the SellerCompany, threatened against or affecting the Seller or the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action"ACTION" ) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, individually or in the aggregate, have or result in a Material Adverse Effect. Neither the Seller, Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. The Seller or Company does not have pending before the Commission any request for confidential treatment of information and the Seller and Company has no knowledge of any expected such requestrequest that would be made prior to the Effectiveness Date (as defined in the Registration Rights Agreement). There has not been, and to the best of the Seller and Company's knowledge there is not pending or contemplated, any investigation by the Commission involving the Seller or the Company or any current or former director or officer of the Company.