Absence of Litigation. There are no Proceedings pending or, to the knowledge of the Purchaser, threatened, against the Purchaser or any of its Affiliates seeking to prevent, hinder, modify or delay the transactions contemplated hereby or by the other Transactional Agreements.

Absence of Litigation. There areAs of the date hereof, there is no ProceedingsProceeding pending against, or, to the knowledge of the Purchaser, threatened,Buyer, threatened in writing against the PurchaserBuyer, any of its subsidiaries or any of Buyer’s or its Affiliates seekingsubsidiaries’ properties or assets that would reasonably be expected to prevent, hinder, modifyprevent or materially delay the consummation by Buyer of the transactions contemplated herebyby this Agreement or by the other Transactional Agreements.otherwise adversely impact Buyer’s ability to perform its obligations hereunder in any material respect.

Absence of Litigation. There areis no Proceedingslitigation, proceeding or investigation pending or, to the knowledge of the Purchaser, threatened,Purchaser’s actual knowledge, threatened against the Purchaser or any of its Affiliates seekingwhich could reasonably be expected to prevent, hinder, modifyenjoin, alter or delay the consummation of the transactions contemplated hereby or by the other Transactional Agreements.this Agreement.

Absence ofNo Litigation. There areis no Proceedings pending or,action, suit, proceeding, judgment, claim or investigation pending, or to the knowledge of the Purchaser, threatened,Sellers, threatened against the PurchaserSellers which could reasonably be expected in any manner to challenge or any of its Affiliates seekingseek to prevent, hinder, modifyenjoin, alter or materially delay any of the transactions contemplated hereby or by the other Transactional Agreements.hereby.

Absence of Litigation.Legal Proceedings. There are no Proceedingsactions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of the Purchaser, threatened,Purchaser's knowledge, threatened against theor by Purchaser or any Affiliate of its Affiliates seekingPurchaser that challenge or seek to prevent, hinder, modifyenjoin or otherwise delay the transactions contemplated hereby or by the other Transactional Agreements.this Agreement.

Absence of Litigation. There are no Proceedingssuits, actions, claims, investigations, inquiries or proceedings now pending or to Buyer’s Knowledge threatened against Buyer or any affiliate or Buyer or any of their respective assets. There is no action, suit, proceeding or investigation pending or, to the knowledge of the Purchaser,Buyer’s Knowledge, currently threatened, against the PurchaserBuyer that questions the validity of this Agreement or anythe right of its Affiliates seekingBuyer to prevent, hinder, modifyenter into this Agreement, or delayto consummate the transactions contemplated hereby or by the other Transactional Agreements.hereby.

Absence of Litigation. There are no ProceedingsNo action or proceeding shall be pending or, to the knowledge of the Purchaser, threatened, against the Purchaser or ongoing by or before any of its Affiliatescourt or other governmental or administrative body or agency seeking to prevent, hinder, modifyrestrain, enjoin, prohibit or delayinvalidate any of the transactions contemplated hereby or by this Agreement and the other Transactional Agreements.Transaction Documents.

Absence of Litigation. There areAs of the date hereof, there is no ProceedingsProceeding pending against, or, to the knowledge of the Purchaser, threatened,Shareholder, threatened in writing against the Purchasersuch Shareholder or any of its Affiliates seekingsuch Shareholder’s properties or assets (including the Subject Shares), nor, to prevent, hinder, modifythe knowledge of such Shareholder, is there any investigation of a Governmental Authority pending or threatened in writing with respect to the Shareholder, and the Shareholder is not subject to any outstanding order, writ, injunction or decree, that, in each case, would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation by the Shareholder of the transactions contemplated herebyby this Agreement or byotherwise adversely impact the other Transactional Agreements.Shareholder’s ability to perform its obligations hereunder in any material respect.

Absence of Litigation. There are no Proceedings pending or, toTo the knowledge of Seller, no inquiry, action, suit or proceeding has been asserted, threatened or instituted # seeking to restrain or prohibit the Purchaser, threatened, againstcarrying out of the PurchaserTransactions or to challenge the validity of such Transactions or any part thereof or # as a result of its Affiliates seeking to prevent, hinder, modify or delaywhich the transactions contemplated hereby or byCompany would be deprived of any of the other Transactional Agreements.material benefits of the ownership of Seller Stock.

Absence of Litigation.Section # Legal Proceedings. There are no ProceedingsActions pending or, to the knowledge of the Purchaser, threatened,Purchaser’s knowledge, threatened against or by the Purchaser or any Affiliate of its Affiliates seekingthe Purchaser that challenge or seek to prevent, hinder, modifyenjoin, or otherwise delay the transactions contemplated herebyby this Agreement. No event has occurred or by the other Transactional Agreements.circumstances exist that may give rise or serve as a basis for any such Action.