Litigation. Except as described on [Schedule 3.15], there is no # Action of any nature pending or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, is there any reasonable basis for any Action to be made, or # Order pending now or rendered by a Governmental Authority since the Company’s inception, in either case of clauses (a) or (b), by or against the Company, any of its current or former directors, officers or equity holders (provided, that any litigation involving the directors, officers or equity holders of the Company must be related to the Company’s business or assets or the Purchased Shares), the Company’s business or assets or the Purchased Shares. Since the Company’s inception, the Company’s current or former officers, senior management or directors have not been charged with, indicted for, arrested for, or convicted of any felony or any crime involving fraud.

Litigation. Except as set forth in [Section 3.12] of the ​ Disclosure Schedule, there is no action, suit, proceeding, claim, arbitration or investigation (each, an “Action”) pending or threatened in writing (nor to ​’s Knowledge, are there any facts which could lead to such an Action), in each case against, affecting or in any way related to ​ or its business at law or in equity, before any Governmental Entity. There are no judgments, orders, rulings, charges, injunctions, notices of violations, decrees or other mandates against ​. There is no Action pending or threatened in writing (nor to ​’s Knowledge, are there any facts which could lead to such an Action), in each case, as of the date of this Agreement against ​ or, to ​’s Knowledge, any of its directors or executive officers, alleging a violation of federal or state securities laws that relates to ​. Nothing set forth in [Section 3.12] of the ​ Disclosure Schedule, either individually or when aggregated with other items set forth on such Schedule, could reasonably be expected to have a ​ Material Adverse Effect.

Litigation. Except as set forth on [Schedule 3.1(j)], there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which # adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or # could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. Except as set forth in [Schedule 3.1(j)], there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

Litigation. There are no, and since the date of the Company’s incorporation, there have not been any, Actions or Proceedings pending or, to the Company’s knowledge, threatened, against or affecting the Company (or pending or, to the Company’s knowledge, threatened against or affecting any of the officers, directors or employees of the Company with respect to the Business), or pending or threatened by the Company against any third-party, at law or in equity, or before or by any Governmental or Regulatory Authority (including Actions or Proceedings with respect to the transactions contemplated by the Transaction Documents), and, to the Company’s knowledge, there is no valid basis for any of the foregoing. To the Company’s knowledge, the Company is not the subject of any governmental investigation or inquiry and, to the Company’s knowledge, there is no valid basis for any of the foregoing. The Company is not subject to any judgment, order or decree of any court or other Governmental or Regulatory Authority.