Common use of Litigation Clause in Contracts

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There To the knowledge of Buyer, there is no action, suit, investigation suit or proceeding pending against, or to the knowledge of Buyer threatened against or affectingaffecting Buyer in any court, Buyer before any court or arbitrator or before or by any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementagency.

Litigation. There is no action, suitsuit or proceeding, investigation pending or proceeding pending againstknown to be threatened, or to the knowledge of Buyer threatened against or affecting, Buyer before affecting Purchaser in any court or before any arbitrator or before any governmental bodyGovernmental Authority which would materially and adversely affect the ability of Purchaser to perform its obligations hereunder, agency or official which in under any manner challenges or seeks document to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementbe delivered pursuant hereto.

Litigation. There is no action, suit, investigation suit or proceeding pending againstor, or to the knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks might interfere with its ability to prevent, enjoin, alter or materially delay consummate the transactions contemplated by this Agreementhereunder.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementhereby.

Litigation. There is are no actionactions, suitsuits, investigation proceedings or proceeding claims pending againstor, or to the knowledge Knowledge of Buyer, threatened in writing concerning Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks of its Affiliates with respect to prevent, enjoin, alter or materially delay the transactions contemplated by in this Agreement.

Litigation. There is no suit, action, suitproceeding, claim or investigation or proceeding pending againstpending, or or, to the knowledge of Buyer threatened Purchaser’s knowledge, threatened, against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Purchaser which in any manner challenges or seeks to prevent, enjoin, alter or materially delay would prevent Purchaser from consummating the transactions contemplated by this Agreement.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is no actionlegal, suitequitable, investigation bankruptcy, administrative or other action or proceeding pending againstor, or to the knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court or arbitrator or Governmental Authority, which questions or challenges the validity of this Purchase Agreement or any governmental body, agency action taken or official which to be taken by Buyer pursuant to this Purchase Agreement or in any manner challenges or seeks to prevent, enjoin, alter or materially delay connection with the transactions contemplated by this Purchase Agreement, and Buyer does not know of any such action, proceeding or investigation which is probable of assertion.

Litigation. There is no suit, claim, action, suit, investigation or proceeding pending againstor, or to the knowledge Knowledge of Buyer, threatened against Buyer or any of its Affiliates which, if adversely determined, would materially interfere with the ability of Buyer threatened against to perform its obligations hereunder or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreementhereby.

Litigation. There is no actionlitigation, suitproceeding or investigation pending or, investigation or proceeding pending against, or to the knowledge of Buyer Purchaser, threatened against or affecting, Buyer before any court affecting Purchaser that questions the validity or arbitrator enforceability of this Agreement or any governmental bodyother document, agency instrument or official which agreement to be executed and delivered by Purchaser in any manner challenges or seeks to prevent, enjoin, alter or materially delay connection with the transactions contemplated by this Agreementhereby.

Litigation. There is no action, suit, investigation suit or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before Purchaser in any court or arbitrator by or before any other governmental body, agency or official instrumentality which in any manner challenges or seeks would materially and adversely affect the ability of Purchaser to prevent, enjoin, alter or materially delay carry out the transactions contemplated by this Agreement.

Litigation. There is no actionNo lawsuit, suit, governmental investigation or legal, administrative or arbitration action or proceeding is pending againstor, or to the knowledge of Buyer Purchaser, threatened against or affecting, Buyer before any court or arbitrator Purchaser or any governmental bodyof its properties or assets, agency or official any director, officer or employee of Purchaser in his or her capacity as such, which in any manner challenges questions the validity of this Agreement or seeks to preventprohibit, enjoin, alter enjoin or materially delay otherwise challenge the consummation of the transactions contemplated by this Agreementhereby.

Litigation. There is are no actionactions, suitsuits, investigation claims, investigations or proceeding other legal proceedings pending againstor, or to the knowledge of Buyer Buyer, threatened against or affecting, by Buyer before any court that challenge or arbitrator or any governmental body, agency or official which in any manner challenges or seeks seek to prevent, enjoin, alter enjoin or materially otherwise delay the transactions contemplated by this Agreement.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner matter challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementhereby.

Litigation. There is no action, suitclaim, investigation suit or proceeding pending againstpending, or to the Buyer's knowledge of Buyer threatened threatened, by or against or affecting, affecting Buyer before any court in connection with or arbitrator or any governmental body, agency or official which in any manner challenges or seeks relating to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementAgreement or of any action taken or to be taken in connection herewith or the consummation of the transactions contemplated hereby.

Litigation. There is are no actionactions, suitsuits, investigation claims, investigations or proceeding other legal proceedings pending against, or to the knowledge of Buyer threatened in writing against or affecting, Buyer before any court or arbitrator by Purchaser or any governmental body, agency Affiliate of Purchaser that challenge or official which in any manner challenges or seeks seek to prevent, enjoin, alter enjoin or materially otherwise delay the transactions contemplated by this Agreement.

Litigation. There is no action, suit, investigation suit or proceeding pending againstor, or to the knowledge of Buyer Buyer's knowledge, threatened against or affecting, Buyer before in any court or arbitrator by or before any other governmental body, agency or official instrumentality which in any manner challenges or seeks would materially and adversely affect the ability of Buyer to prevent, enjoin, alter or materially delay carry out the transactions contemplated by this Agreement.

Litigation. There is no suit, action, suitclaim, investigation or inquiry by any person or entity or by any administrative agency or Governmental Authority and no legal, administrative or arbitration proceeding pending againstor, to Buyer’s knowledge, threatened against Buyer or to the knowledge any affiliate of Buyer threatened against that has materially affected or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks will materially affect Buyer’s ability to prevent, enjoin, alter or materially delay consummate the transactions contemplated by this Agreementherein.

Litigation. There is are no actionactions, suitsuits, investigation claims or proceeding legal, administrative or arbitratorial proceedings pending against, or or, to the knowledge Buyer's knowledge, threatened against, the Buyer which would adversely affect the Buyer's performance under this Agreement or the consummation of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is are no actionactions, suitsuits, investigation claims or proceeding legal, administrative or arbitratorial proceedings pending against, or or, to the knowledge of Buyer Buyer’s knowledge, threatened against or affectingagainst, Buyer before any court which would adversely affect Buyer’s performance under this Agreement or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreement.

Litigation. There is no suit, action, suit, investigation or proceeding pending againstinquiry by any Person or by or before any Governmental Authority, and no legal, administrative, or arbitration proceedings pending, or to Buyer’s knowledge, threatened in writing against Buyer, or to which Buyer is a party, that would have a material adverse effect upon the knowledge ability of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay consummate the transactions contemplated by in this Agreement.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer the Company threatened against or affectingagainst, Buyer or any Subsidiary of Buyer or any of their respective properties before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoinhinder, alter modify or materially delay challenge the transactions contemplated by this Agreement.

Litigation. There is no claim, legal action, suitarbitration or other legal, investigation governmental, administrative or proceeding pending againsttax proceeding, or any order, complaint, decree or judgment pending, or, to the knowledge of Buyer threatened against or affectingBuyer's knowledge, Buyer before any court or arbitrator or any governmental bodythreatened, agency or official which in any manner challenges or seeks to that would prevent, enjoinlimit, alter delay or materially delay otherwise interfere with Buyer's ability to consummate the transactions contemplated by this AgreementAgreement in accordance with the terms hereof.

Litigation. There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or proceeding governmental body pending againstor, or to the knowledge of Buyer Buyer’s knowledge, threatened against or affecting, Buyer before it in any court or arbitrator by or before any federal, state, municipal or other governmental body, agency that would affect Buyer’s ability to execute and deliver this Agreement or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay consummate this Transaction and assume the transactions contemplated liabilities to be assumed by Buyer under this Agreement, including without limitation, the Assumed Liabilities.

Litigation. There is no action, suit, proceeding, claim or investigation or proceeding pending againstby any person, entity, or governmental entity pending or, to the knowledge of Buyer Buyer's knowledge, threatened against or affecting, Buyer it before any court governmental entity that impedes or arbitrator or any governmental body, agency or official which in any manner challenges or seeks is likely to prevent, enjoin, alter or materially delay impede its ability to consummate the transactions contemplated transaction and to assume the liabilities to be assumed by it under this Agreement.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge Knowledge of Buyer the Seller Entities, threatened against or affecting, Buyer affecting the Seller Entities before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay delay, in any material respect, the consummation of the transactions contemplated by this Agreement.

Litigation. There is no action, suit, investigation or proceeding proceeding, pending againstor, or to the knowledge of Buyer threatened Buyer, threatened, against or affecting, affecting Buyer before in any court or before any arbitrator or before any federal, state, municipal, or other governmental bodydepartment, commission, board, bureau, agency or official instrumentality which in any manner challenges raises any question affecting the validity or seeks enforceability of this Agreement or could materially and adversely affect the ability of Buyer to preventperform its obligations under this Agreement, enjoin, alter or materially delay the transactions contemplated by under any document to be delivered pursuant to this Agreement.

Litigation. There is no action, suit, proceeding, claim or investigation or proceeding pending againstby any person, entity, or governmental entity pending or, to the knowledge of Buyer Buyer’s knowledge, threatened against or affecting, Buyer it before any court governmental entity that impedes or arbitrator or any governmental body, agency or official which in any manner challenges or seeks is likely to prevent, enjoin, alter or materially delay impede its ability to consummate the transactions contemplated transaction and to assume the liabilities to be assumed by it under this Agreement.

Litigation. There is no action, suit, investigation action or proceeding pending againstlitigation by any Person by or before any Governmental Authority, and no arbitration proceedings, (in each case) pending, or to Buyer’s knowledge, threatened in writing, against Buyer, that would have a material adverse effect upon the knowledge ability of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay consummate the transactions contemplated by this AgreementAgreement or perform its obligations hereunder.

Litigation. There is no action, suit, investigation or proceeding proceeding, pending againstor known to be threatened, or to the knowledge of Buyer threatened against or affecting, affecting the Buyer before in any court or before any arbitrator or before any federal, state, municipal, or other governmental bodydepartment, commission, board, bureau, agency or official instrumentality which (i) in any manner challenges raises any question affecting the validity or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by enforceability of this Agreement, or (ii) could materially and adversely affect the ability of the Buyer to perform its obligations hereunder, or under any document to be delivered pursuant hereto.

Litigation. There is no action, suit, investigation or proceeding pending againstagainst or, or to the knowledge of Buyer Purchaser, threatened against or affecting, Buyer affecting Purchaser before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementTransactions.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge Knowledge of Buyer the Buyer, threatened against or affecting, affecting the Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreement.

Litigation. There is no action, suit, investigation or proceeding Proceeding pending against, or to the knowledge Knowledge of Buyer or RBC, threatened against or affecting, Buyer or RBC before any court or arbitrator arbitrators or any governmental body, agency or official which that in any manner matter challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is no actionLitigation pending or, suit, investigation or proceeding pending against, or to the knowledge of Buyer the Purchaser, threatened against the Purchaser or affecting, Buyer any of its Affiliates or involving any of its properties or assets by or before any court or court, arbitrator or any governmental body, agency or official other Governmental Entity which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is are no actionlawsuits, suitjudgments, investigation arbitrations, administrative charges or proceeding other legal proceedings, claims or governmental investigations pending against, or to Buyer's knowledge, threatened against the knowledge Buyer relating to or affecting the execution, delivery or performance of this Agreement or the ability of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by perform its obligations under this Agreement.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementeffected hereby.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which Governmental Authority that in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementContemplated Transactions.

Litigation. There is no action, inquiry, audit, investigation, notice, claim, suit, investigation or proceeding pending againstreview, or proceeding, pending or, to the knowledge Knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court court, arbitrator, or arbitrator governmental or any governmental body, agency regulatory body or official which in any manner challenges or seeks to authority that could prevent, enjoin, alter delay or materially delay otherwise adversely affect the consummation of the transactions contemplated by this Agreement.

Litigation. There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or proceeding governmental body pending againstor, or to the knowledge of Buyer Buyer’s knowledge, threatened against or affecting, Buyer it before any court governmental authority that impedes or arbitrator or any governmental body, agency or official which in any manner challenges or seeks is likely to prevent, enjoin, alter or materially delay impede Buyer’s ability to consummate this Transaction and to assume the transactions contemplated liabilities to be assumed by Buyer under this Agreement, including without limitation, the Assumed Liabilities.

Litigation. There is no action, suit, investigation action or proceeding pending againstother proceeding, or injunction or final judgment relating thereto, pending, or to the knowledge Knowledge of Buyer or its Affiliates, threatened against or affectingBuyer, Buyer before any court Governmental Authority in which it is sought to restrain or arbitrator prohibit or any governmental body, agency to obtain damages or official which other relief in any manner challenges connection with this Agreement or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreementhereby, and no investigation that would be reasonably likely to result in any such suit, action or proceeding is pending or, to the Knowledge of Buyer or its Affiliates, threatened.

Litigation. There is no action, suit, investigation action or proceeding pending againstlegal, administrative, arbitration or other proceedings of any nature pending, or to the knowledge of Buyer, threatened, against Buyer threatened against which materially adversely affects Buyer, or affectingwhich might materially and adversely affect the legality or validity of this Agreement, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreementhereby.

Litigation. There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or proceeding governmental body pending againstor, or to the knowledge of Buyer Buyer’s knowledge, threatened in writing, against or affecting, Buyer before any court governmental authority that impedes or arbitrator or any governmental body, agency or official which in any manner challenges or seeks is likely to prevent, enjoin, alter or materially delay impede Buyer’s ability to consummate the transactions contemplated Transaction and to assume the liabilities to be assumed by Buyer under this Agreement.

Litigation. There is are no actionclaims, suitactions, investigation suits or proceeding pending againstother proceedings pending, or to the knowledge of Buyer threatened against the Buyer, threatened, at law or affectingin equity, Buyer by or before any court or arbitrator Governmental Agency or any governmental body, agency or official arbitrator against the Buyer which in any manner challenges or seeks could reasonably be expected to prevent, enjoin, alter or materially delay have an adverse effect on the transactions contemplated by ability of the Buyer to perform its obligations under this Agreement.

Litigation. There is no action, suit, proceeding, dispute, litigation, claim, complaint or investigation by or proceeding before any court, tribunal, governmental body, governmental agency or arbitrator pending againstor, or to the knowledge of Buyer Buyer’s knowledge, threatened against or affecting, with respect to Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay (i) if adversely determined would have an adverse effect on the transactions contemplated by this Agreement, or (ii) challenges or would challenge any of the actions required to be taken by Buyer under this Agreement.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which has a reasonable likelihood of success and in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge Knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is no action, suit, investigation or proceeding pending againstor, or to the knowledge Knowledge of Buyer Purchaser, threatened against Purchaser or affecting, Buyer Guarantor or any of their properties before any court or arbitrator or any governmental body, agency or official which Governmental Authority that in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is are no actionsuits, suitactions, investigation or proceeding pending againstclaims, arbitrations, administrative, or to the knowledge of Buyer other proceedings or governmental investigations pending or threatened against or affecting, affecting Buyer before in any court or arbitrator before or by any federal, state, local, or other governmental bodydepartment or agency that seek to restrain or prohibit the consummation, agency legality or official which in any manner challenges validity of this Agreement or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementhereby or which would materially impair the ability of the Buyer to consummate such transactions.

Litigation. There is no claim, counterclaim, action, suit, order, proceeding or investigation or proceeding pending againstor, or to the knowledge of Buyer the Buyer, threatened against or affectingaffecting it with respect to or affecting the Buyer, Buyer before any court or arbitrator its assets, properties or any governmental bodyrights, agency or official which in any manner challenges or seeks relating to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementhereby, before any court, agency, regulatory, administrative or other governmental body or officer of before any arbitrator.

Litigation. There is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or proceeding otherwise, in law or in equity, pending againstor, or to the knowledge of Buyer Buyer, threatened against or affecting, relating to Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter enjoin or materially delay rescind the transactions contemplated by this Agreement or otherwise prevent Buyer from complying with the terms and provisions of this Agreement.

Litigation. There is are no actionactions, suitsuits, investigation or proceeding pending againstinvestigations, or proceedings by or before any Governmental Entity pending, or, to the knowledge Knowledge of Buyer Parties, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Parties which in any manner challenges the validity of this Agreement or any action taken by Buyer Party pursuant to this Agreement or seeks to prevent, enjoin, alter or materially delay the transactions any transaction contemplated by this Agreementhereby.

Litigation. There is no action, suit, investigation or proceeding Proceeding pending against, or to the knowledge Knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer either of the Individual Purchasers, threatened against or affectingeffecting, Buyer either of the Individual Purchasers before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementContemplated Transactions.

Litigation. There is are no actionactions, suitsuits, investigation claims, investigations or proceeding other legal proceedings pending against, or to the knowledge of Buyer threatened against or affecting, by Buyer before any court or arbitrator or any governmental body, agency Affiliate of Buyer that challenge or official which in any manner challenges or seeks seek to prevent, enjoin, alter enjoin or materially otherwise delay the transactions contemplated by this Agreement.

Litigation. There As of the date hereof, there is no action, suit, investigation or proceeding pending against, or to the knowledge Knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is are no actionactions, suitproceedings or investigations by or before any Government Authority pending or, investigation or proceeding pending against, or to the knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official of its Affiliates which in any manner challenges challenge or seeks seek to prevent, enjoin, alter invalidate, or materially delay restrain the transactions contemplated by this AgreementTransactions.

Litigation. There is no judicial, arbitral or administrative action, suit, proceeding, investigation or proceeding other Litigation pending againstor, or to the knowledge of Buyer Buyer’s Knowledge, threatened against or affecting, Buyer before any court or arbitrator or any governmental bodyof its directors, agency officers or official which in any manner challenges Employees that could reasonably be expected to prevent or seeks to prevent, enjoin, alter or materially delay interfere with consummation of the transactions contemplated by this AgreementTransactions.

Litigation. There is are no actionProceedings pending or, suit, investigation or proceeding pending against, or to the knowledge of Buyer the Buyer, threatened against the Buyer or affecting, any Affiliate of the Buyer by or before any court or arbitrator or any governmental body, agency or official which Governmental Authority that in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreementhereby.

Litigation. There is no action, suit, investigation suit or proceeding pending againstor, or to the knowledge of Buyer Buyer’s knowledge, threatened against or affecting, Buyer before in any court or arbitrator by or before any other governmental body, agency or official instrumentality which in any manner challenges or seeks would materially and adversely affect the ability of Buyer to prevent, enjoin, alter or materially delay carry out the transactions contemplated by this Agreement.

Litigation. There is no No legal action, suit, investigation suit or proceeding or judicial, administrative or governmental investigation is pending againstor, to Buyer’s Knowledge, threatened against Buyer that questions or might question the validity of this Agreement or any actions taken or to the knowledge of be taken by Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges pursuant hereto or seeks to prevent, enjoin, alter enjoin or materially delay otherwise restrain the transactions contemplated by this Agreementhereby.

Litigation. There is are no actionclaims, suitactions, investigation or proceeding suits, proceedings, pending againstor, or to the knowledge of Buyer Buyer, threatened against or affecting, Buyer before any federal, state or local court or other Authority, or before any arbitrator of any nature, that questions the validity of this Agreement, any action taken or any governmental bodyto be taken by Buyer in connection herewith or otherwise involving, agency affecting or official which in any manner challenges or seeks relating to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementAgreement or the other Transaction Documents.

Litigation. There is no action, suit, investigation or proceeding pending againstpending, or to the knowledge of Buyer threatened Purchaser threatened, against or affecting, Buyer Purchaser before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementhereby.

Litigation. There is no litigation or governmental or administrative action, suit, proceeding or investigation (domestic or proceeding foreign) pending againstor, to the Actual Knowledge of Buyer, threatened against Buyer which, if adversely determined, would question the validity of, or to could materially and adversely affect or prevent the knowledge of Buyer threatened against or affectingconsummation of, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementAgreement or any of the other Transaction Documents.

Litigation. There is no claim, legal action, suitarbitration or other legal, investigation governmental, administrative or proceeding pending againsttax proceeding, or any order, complaint, decree or judgment pending, or, to the knowledge of Buyer threatened against or affectingBuyer's knowledge, Buyer before any court or arbitrator or any governmental bodythreatened, agency or official which in any manner challenges or seeks to that would prevent, enjoinlimit, alter delay or materially delay otherwise interfere with Buyer's or Seller's ability to consummate the transactions contemplated by this AgreementAgreement in accordance with the terms hereof.

Litigation. There is are no actionactions, suitclaims, investigation suits, proceedings or proceeding investigations, whether civil, criminal or administrative, pending againstor, or to the knowledge Knowledge of Buyer Buyer, threatened against or affectingaffecting Buyer or its business at law or in equity or otherwise, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter would prevent or materially delay the transactions contemplated by Buyer from being able to perform its obligations under this Agreement.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Governmental Entity which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementAgreement or the Ancillary Agreements.

Litigation. There is are no actionactions, suitsuits, investigation claims or proceeding legal, administrative or arbitratorial proceedings pending against, or or, to the knowledge of Buyer Buyer's knowledge, threatened against or affectingagainst, Buyer before any court which would adversely affect Buyer's performance under this Agreement or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreement.

Litigation. There is no action, suit, proceeding or governmental investigation or proceeding inquiry pending againstor, or to the knowledge of Buyer Buyer, threatened against Buyer or affecting, Buyer before any court or arbitrator its affiliates or any governmental bodyof its properties that might delay, agency prevent or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay hinder the consummation of the transactions contemplated by this Agreementhereby.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of such Buyer threatened against or affecting, such Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementTransactions.

Litigation. There is no actionlitigation or other proceeding by any Person, suit, investigation or proceeding pending againstpending, or to the knowledge Knowledge of Buyer threatened Purchaser threatened, against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay affecting the transactions contemplated by this AgreementAgreement or Purchaser's ability to consummate such transactions.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer Buyer's knowledge, threatened against or affecting, Buyer either Acquiring Company before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementhereby.

Litigation. There is no action, suit, investigation or proceeding Litigation pending against, or or, to the knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is no action, suit, investigation investigation, action or other proceeding pending againstor, to Buyer’s knowledge, threatened before any court, arbitration tribunal, or to judicial, governmental or administrative agency, against Buyer which would materially restrict or limit the knowledge ability of Buyer threatened against to perform its obligations hereunder or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay prevent the consummation of the transactions contemplated by this Agreementherein.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of such Buyer threatened against or affecting, such Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement or the Investors' Agreement.

Litigation. There is are no actionactions, suitsuits, investigation or proceeding pending againstclaims, arbitration proceedings, or other proceedings or investigations (whether or not purportedly on behalf of or against the Seller) pending, or, to the knowledge of Buyer Seller’s Knowledge, threatened against at law or affectingin equity, Buyer or before any court federal, state, municipal or arbitrator or any other governmental bodycourt, department, commission, board, bureau, agency or official which in any manner challenges instrumentality, that are could prohibit or seeks restrain the ability of the Seller to prevent, enjoin, alter enter into this Agreement or materially delay consummate the transactions contemplated by this Agreementhereby.

Litigation. There is no actionAction pending or, suit, investigation or proceeding pending against, or to the knowledge of the Buyer or Parent, threatened against the Buyer or affecting, Buyer before any court or arbitrator Parent or any governmental bodyof their respective Affiliates or any of their properties, agency assets or official which businesses, that in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this AgreementContemplated Transactions.

Litigation. There is no action, suit, investigation proceeding or proceeding investigation, either at law or in equity, by or before any governmental or other instrumentality or agency or any other entity or person pending againstor, or to the knowledge of Buyer Seller’s Knowledge, threatened against or affecting, Buyer before any court or arbitrator affecting the Company or any governmental body, agency of its properties or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementassets.

Litigation. There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or proceeding governmental body pending againstor, or to the knowledge of Buyer Buyer’s Knowledge, threatened against or affecting, Buyer it before any court governmental authority that impedes or arbitrator or any governmental body, agency or official which in any manner challenges or seeks is likely to prevent, enjoin, alter or materially delay impede its ability to consummate the transactions contemplated by this Agreement and to assume the liabilities to be assumed by it under this Agreement.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of the Buyer threatened against or affecting, the Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement, or that has had, individually or in the aggregate, a Buyer Material Adverse Effect.

Litigation. There is no actionclaim, suitlitigation, proceeding or governmental investigation or proceeding pending againstor, to the best of the Buyer's knowledge, threatened, or to any order, injunction or decree outstanding, against the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay of its affiliates that would prevent the consummation of the transactions contemplated by this Agreementagreement.

Litigation. There is no action, suit, investigation or proceeding pending againstagainst or, or to the knowledge of Buyer the Company, threatened against or affecting, Buyer affecting the Company before any court or arbitrator or any governmental body, agency or official authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is no action, suit, investigation or proceeding (or any basis therefor) pending against, or to the knowledge of Buyer Seller, threatened against or affecting, Buyer before any court or arbitrator or any governmental bodySeller, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is no action, suit, proceeding or investigation or proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before in any court or arbitrator or before any governmental bodyor regulatory authority pending or threatened in writing or, agency or official to Buyer’s knowledge, orally threatened which in any manner challenges or seeks to prevent, enjoin, alter enjoin or materially delay obtain damages in respect of the consummation of the transactions contemplated by this Agreementhereby.

Litigation. There is no action, suit, investigation or proceeding pending against, against or to the knowledge of Buyer threatened against or affecting, affecting Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is are no actionactions, suitsuits, investigation proceedings, claims, arbitrations or proceeding pending againstinvestigations pending, or as to the knowledge of which Buyer threatened has received any notice, against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement.

Litigation. There is no actionneither any claim, dispute, suit, action, investigation or other proceeding pending against, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental bodyagency, agency or official nor to Buyer’s knowledge, threatened, against Buyer which in any manner challenges or seeks pertains to prevent, enjoin, alter the execution and delivery of this Agreement or materially delay the consummation of the transactions contemplated by this Agreementhereby.

Litigation. There is no actionLitigation pending against or, suit, investigation or proceeding pending against, or to the knowledge of Buyer the Buyers, threatened against or affecting, any Buyer before any court or arbitrator or any governmental body, agency or official Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is no action, suit, proceeding, claim, arbitration or investigation or proceeding pending againstor, or to the knowledge of Buyer the Buyer, threatened against or affecting, the Buyer before any court or arbitrator or any governmental body, agency or official which that in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions transaction contemplated by this Agreementhereby.

Litigation. There is no action, suit, investigation suit or proceeding pending againstor, or to the knowledge best of Buyer Purchaser's knowledge, threatened against or affectingaffecting Purchaser in any court, Buyer or by or before any court federal, state, municipal or arbitrator or any other governmental bodydepartment, commission, board, bureau, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreementinstrumentality.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer Purchaser, threatened against or affectingagainst, Buyer Purchaser before any court or arbitrator or any governmental body, agency or official Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementAgreement or which could have a Material Adverse Effect on the Purchaser.

Litigation. There is no action, suit, proceeding, claim or investigation or proceeding pending againstby any mediator, or to the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency Governmental Entity pending or official which threatened in any manner challenges or seeks writing that is likely to prevent, enjoin, alter or materially delay impede Buyer’s ability to consummate the transactions contemplated by this AgreementTransaction.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer Seller, threatened against or affecting, Buyer Seller before (or, in the case of threatened actions, suits, investigations or proceedings, would be before) any court Governmental Authority or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is are no actionpending or, suit, investigation or proceeding pending against, or to the knowledge Knowledge of Buyer threatened against the Buyers, threatened, lawsuits, administrative proceedings, arbitrations, reviews or affecting, Buyer before formal or informal complaints or investigations by any court or arbitrator or any governmental body, agency or official which Person that in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement.

Litigation. There is are no actionactions, suitsuits, investigation or proceeding pending againstinvestigations, or proceedings by or before any Governmental Entity pending, or, to the knowledge Knowledge of Buyer the Buyer, threatened against or affecting, the Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges the validity of this Agreement or any action taken by the Buyer pursuant to this Agreement or seeks to prevent, enjoin, alter or materially delay the transactions any transaction contemplated by this Agreementhereby.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge Knowledge of Buyer Purchaser threatened against or affecting, Buyer Purchaser before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is no actionlitigation, suit, investigation at law or proceeding pending againstin equity or arbitration, or any proceedings before any commission or other governmental authority pending or, to the knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks could reasonably be expected to prevent, enjoin, alter or materially delay impair the ability of Buyer to consummate the transactions contemplated by this Agreement.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer Holdings or any of its Subsidiaries, threatened against or affecting, Buyer affecting Holdings or any of its Subsidiaries before any court or arbitrator or any other governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementAgreement or any of the other Note Documents.

Litigation. There is no action, suit, investigation or proceeding pending against, or or, to the knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court or arbitrator or any governmental body, agency or official Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Agreement.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Buyer any Buyer, threatened against or affecting, Buyer Buyers before any court or arbitrator or any governmental body, agency or official Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementAgreement or the Ancillary Agreements.