Common use of Litigation; Proceedings Clause in Contracts

Litigation; Proceedings. Except as specifically disclosed in Schedule 3.1(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against the Company or any of its properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) relates to or challenges the legality, validity or enforceability of any of the Transaction Documents, the Debentures and the Underlying Shares (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documents.

Litigation; Proceedings. Except as specifically disclosed in Schedule 3.1(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) relates to or challenges the legality, validity or enforceability of any of the Transaction DocumentsDocuments or the Shares, the Debentures and the Underlying Shares (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documents.

Litigation; Proceedings. Except as specifically disclosed set forth in Schedule 3.1(g), there is no action, suit, notice of violation, proceeding proceeding, inquiry or investigation pending or, to the best knowledge of the Company, or threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federalFederal, stateState, county, local or foreign) which (i) relates to or challenges the legality, validity or timely enforceability of any of the Transaction Documents, this Agreement or the Debentures and the Underlying Shares Warrants, (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documentsthis Agreement.

Litigation; Proceedings. Except as specifically disclosed in the Disclosure Materials (as defined below) or set forth in Schedule 3.1(g2.1(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its properties before or by any court, governmental or administrative agency or regulatory authority (federalFederal, state, county, local or foreign) which (i) relates to or challenges adversely affects the legality, validity or enforceability of any of the Transaction Documents, the Debentures and the Underlying Shares (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documents.

Litigation; Proceedings. Except as specifically disclosed in the Disclosure Materials or in Schedule 3.1(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its properties before or by any court, governmental or administrative agency or regulatory authority (federalFederal, stateState, county, local or foreign) which (i) relates to or challenges the legality, validity or enforceability of any of the Transaction Documentsthis Agreement, the Debentures and Registration Rights Agreement or the Underlying Shares (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under this Agreement or the Transaction DocumentsRegistration Rights Agreement.

Litigation; Proceedings. Except as specifically disclosed in Schedule 3.1(gSCHEDULE 3.1(G), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against the Company or any of its properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) relates to or challenges the legality, validity or enforceability of any of the Transaction Documents, the Debentures and the Underlying Shares (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documents.

Litigation; Proceedings. Except as specifically disclosed in the Schedule 3.1(g3. 1 (g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federalFederal, stateState, county, local or foreign) which (i) relates to or challenges the legality, validity or enforceability of any of the Transaction Documents, this Agreement or the Debentures and the Underlying Shares (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii111) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documentsthis Agreement.

Litigation; Proceedings. Except as specifically disclosed in Schedule 3.1(g)the Disclosure Documents, there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federalFederal, stateState, county, local or foreign) which (i) relates to or challenges the legality, validity or enforceability of any of the Transaction Documents, this Agreement or the Debentures and the Underlying Shares (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documentsthis Agreement.

Litigation; Proceedings. Except as specifically disclosed set forth in Schedule 3.1(g), there is no action, suit, notice of violation, proceeding proceeding, inquiry or investigation pending or, to the best knowledge of the Company, or threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federalFederal, stateState, county, local or foreign) which (i) relates to or challenges the legality, validity or timely enforceability of any of the Transaction Documents, this Agreement or the Debentures and the Underlying Shares Warrants (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documentsthis Agreement.

Litigation; Proceedings. Except as specifically disclosed in Schedule 3.1(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federalFederal, stateState, county, local or foreign) which (i) relates to or challenges the legality, validity or enforceability of any of the Transaction Documents, the Debentures and the Underlying Shares this Agreement (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documentsthis Agreement.

Litigation; Proceedings. Except as specifically disclosed in the Disclosure Materials or in Schedule 3.1(g4.1(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against the Company or any of its properties before or by any court, governmental or administrative agency or regulatory authority (federalFederal, stateState, county, local or foreign) which (i) relates to or challenges the legality, validity or enforceability of any of this Agreement or the Transaction Documents, the Debentures and the Underlying Shares (ii) could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially reasonably be expected to impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documentsthis Agreement in any material respect.

Litigation; Proceedings. Except as specifically disclosed in Schedule 3.1(g)the Disclosure Documents, there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company Company, its subsidiary or any of its respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) relates to or challenges the legality, validity or enforceability of any of the Transaction DocumentsDocuments or the Shares, the Debentures and the Underlying Shares (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documents.

Litigation; Proceedings. Except as specifically disclosed set forth in Schedule 3.1(g), there is no action, suit, notice of violation, proceeding proceeding, inquiry or investigation pending or, to the best knowledge of the Company, or threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federalFederal, stateState, county, local or foreign) which (i) relates to or challenges the legality, validity or timely enforceability of any of the Transaction Documents, this Agreement or the Debentures and the Underlying Shares Warrants, (ii) could, individually or in the aggregate, have a Material Adverse Effect or (iii) could, individually or in the aggregate, materially impair the ability of the Company to perform fully on a timely basis its obligations under the Transaction Documentsthis Agreement.