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 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 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 suit or proceeding pending againstor, or to the knowledge of Buyer Buyer’s knowledge, threatened against Buyer which questions the legality 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 propriety of the transactions contemplated by this AgreementAgreement or could materially adversely affect the ability of Buyer to perform its obligations hereunder.

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 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, 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 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 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 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 are no actionclaims, suitactions, investigation suits, proceedings or proceeding investigations pending against, or threatened by or against Buyer with respect 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 hereby, at law or in equity or before or by this Agreementany federal, state, municipal or other governmental department, commission, board, agency, instrumentality or authority.

Litigation. There is no claim, action, suit, proceeding or investigation or proceeding pending againstor, or to the knowledge of Buyer Buyer, threatened in writing against or affecting, affecting Buyer before any court that has or arbitrator would reasonably be expected to have a material adverse effect on the ability of Buyer to perform this Agreement or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay aspect of the transactions contemplated by this Agreementhereby.

Litigation. There is are no actionactions, suitsuits or proceedings pending or, investigation or proceeding pending againstto Purchaser’s knowledge, or to the knowledge of Buyer threatened against or affectingaffecting Purchaser or its Affiliates at law or in equity, Buyer by or before any court or Governmental Authority, arbitrator or any governmental bodyother Person, agency which could adversely affect Purchaser’s performance under this Agreement and/or the Related Agreements to which it is a party or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreementthereby.

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, 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 legal action, suit, investigation or proceeding pending againstor, or to the knowledge of Buyer the Purchaser, threatened against or affecting, Buyer before affecting the Purchaser or its assets which could materially and adversely affect its ability to perform or observe any court obligation 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 condition under 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 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 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, 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, 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 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 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, 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, 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, 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 subsidiaries 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 proceeding at law or in equity by any Person, or any arbitration or any administrative or other proceeding pending against, by or before (or to the knowledge of Buyer the Purchaser, any investigation by), any Governmental or Regulatory Authority pending or, to the knowledge of the Purchaser, threatened against or affecting, Buyer before any court or arbitrator the Purchaser or any governmental body, agency of their respective properties or official which rights with respect to this Agreement. The Purchaser is not subject to any Order entered in any manner challenges lawsuit or seeks proceeding with respect to prevent, enjoin, alter this Agreement or materially delay the transactions contemplated by this Agreementhereby.

Litigation. There is no action, suit, investigation or proceeding pending against, or to the 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 matter 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 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 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, 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 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 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 actionlitigation, suitproceeding or investigation pending or, investigation to the Purchaser's knowledge, threatened, by or proceeding pending against, against the Purchaser before any Governmental Entity that would prohibit or restrain the ability of the Purchaser to enter into this Agreement 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 consummate the transactions contemplated by this Agreementhereby.

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 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 bodyGovernmental Authority, agency except for such actions, suits, investigations or official which proceedings as would not, individually or in any manner challenges or seeks the aggregate, reasonably be expected to prevent, enjoin, alter or materially delay have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreementthe Transaction Documents.

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, 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 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 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 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 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 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 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 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 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 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 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 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 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 against Buyer, or to which Buyer is a party, that could reasonably be expected to 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 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 no action, suit, proceeding, claim, arbitration or investigation pending or proceeding pending againstthreatened, or to against the knowledge of Buyer threatened against or affecting, Buyer before any court or arbitrator or any governmental bodyof its Affiliates, agency and the Buyer is not subject to any outstanding order, writ, judgment, injunction or official which decree of any Governmental Entity that, in any manner challenges either case, would, individually or seeks to preventin the aggregate, enjoin, alter (a) prevent or materially delay the transactions contemplated consummation by the Buyer of the Contemplated Transactions or (b) otherwise prevent or materially delay performance by the Buyer of any of its material obligations under this Agreement.

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 are no actionactions, suitsuits, investigation proceedings, claims or proceeding legal, administrative or arbitration proceedings or investigations pending againstor, or to the knowledge Knowledge of Buyer Buyer, threatened against or affecting, Buyer before any court or arbitrator which question the validity of this Agreement or any governmental body, agency action taken by Buyer pursuant to this Agreement 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 actionlitigation, suit, investigation action or proceeding pending againstagainst Buyer or, or to the knowledge of Buyer Buyer’s knowledge, 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 that would prevent timely consummation of the transactions contemplated by this Agreement.

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, 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 are no actionactions, suitsuits or proceedings pending or, investigation or proceeding pending against, or to the knowledge of Buyer Purchaser, threatened against in writing before or affecting, Buyer before by any court Governmental Authority or arbitrator against Purchaser or any governmental body, agency or official which in any manner challenges or seeks Affiliate of Purchaser that would reasonably be expected to prevent, enjoin, alter or materially delay prohibit the consummation 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 action, suitclaim, investigation suit or proceeding pending againstpending, or to the Buyer's knowledge of Buyer threatened against threatened, in connection with or affecting, Buyer before any court 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 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, 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 actionlitigation, suit, investigation at law or proceeding pending againstin equity, or any proceedings before any commission or other governmental authority, pending or, to the knowledge of Buyer Buyer, after due inquiry, 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 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 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 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 are no actionactions, suitsuits or proceedings pending or, investigation or proceeding pending againstto Buyer’s Knowledge, or to the knowledge of Buyer threatened against or affectingaffecting Buyer or its Affiliates at law or in equity, Buyer by or before any court Governmental Authority, or arbitrator arbitration or mediation authority, which could adversely affect Buyer’s performance under any governmental body, agency Transaction Document to which it is a party or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the consummation of the transactions contemplated by this Agreementthereby.

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 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 no claim, action, suit, litigation, proceeding or investigation or proceeding pending againstor, or to the knowledge of Buyer Buyer’s Knowledge, threatened against or affecting, the Buyer before any court or arbitrator concerning this Agreement or any governmental body, agency of the other agreements contemplated hereby or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay of the transactions contemplated by this Agreementhereby or thereby.

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 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, 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 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 threatened against in writing against, or affecting, 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 of Buyer any Purchaser, threatened against or affecting, Buyer any Purchaser before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks Governmental Entity relating 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 threatened against or affecting, Buyer or any subsidiary thereof or any of their respective properties on the transactions hereof before any court or arbitrator or any governmental body, agency or official or authority or 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, orders or proceeding investigations pending againstor, to Buyer's knowledge, threatened against Buyer at law or in equity, or to the knowledge of Buyer threatened against before or affectingby any federal, Buyer before any court state, municipal or arbitrator or any other governmental bodydepartment, commission, board, bureau, agency or official instrumentality, domestic or foreign, which in any manner challenges question or seeks to prevent, enjoin, alter challenge the validity of this Agreement or materially delay 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 Buyer Purchaser, as of the Signing Date, 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 Agreementhereunder.

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, 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 or proceeding pending against, or to the 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 matter 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, orders or proceeding investigations pending againstor, to the best knowledge of Buyer, threatened against Buyer, at law or in equity, or to the knowledge of Buyer threatened against before or affectingby any federal, Buyer before any state or municipal court 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 actionNo actions, suitsuits, investigation claims, proceedings or proceeding investigations (whether or not purportedly on behalf of or against Purchaser), are pending against, or to the knowledge of Buyer threatened against Purchaser at law or affecting, Buyer before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks equity that relate to prevent, enjoin, alter or materially delay the transactions contemplated by this AgreementAgreement or that will prohibit Purchaser from performing the obligations to be performed by it hereunder.

Litigation. There is no suit, claim, action, suitproceeding or investigation pending or, investigation or proceeding pending against, or to the knowledge of Buyer Purchaser, threatened against or affecting, Buyer before Purchaser that challenges 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 the transactions contemplated by this AgreementAgreement or the Related Instruments.

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

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 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 is likely to impede its ability (a) to consummate the Transaction or any governmental body, agency or official which in any manner challenges or seeks (b) to prevent, enjoin, alter or materially delay assume the transactions contemplated obligations and liabilities to be assumed by it under this Agreement.

Litigation. There is no action, suit, investigation charge, claim or proceeding proceeding, at law or in equity, pending or, to the actual knowledge of the Purchaser, threatened 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 Purchaser that challenges or seeks to prevent, enjoin, alter enjoin or materially otherwise delay the transactions contemplated by this Agreement.