Absence of Litigation. As of the date hereof, there is no Proceeding pending against, or, to the knowledge of the Shareholder, threatened in writing against such Shareholder or any of such Shareholder’s properties or assets (including the Subject Shares), nor, to the 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 by this Agreement or otherwise adversely impact the Shareholder’s ability to perform its obligations hereunder in any material respect.

Absence of Litigation. As of the date hereof, there is no Proceeding pending against, or, to the knowledge of the Shareholder, threatened in writing against such Shareholder or any of such Shareholder’s properties or assets (including the Subject Shares), nor, to the 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 by this Agreement or otherwise adversely impact the Shareholder’s ability to perform its obligations hereunder in any material respect.

Absence of Litigation. AsWith respect to such Stockholder, as of the date hereof, there is no Proceeding pending against, or, to the knowledge of the Shareholder,such Stockholder, threatened in writing against such ShareholderStockholder or any of such Shareholder’Stockholder’s properties or assets (including the Subject Shares), nor, to the knowledgeany shares of Company Common Stock or Company Stock Options beneficially owned by 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,Stockholder) that would reasonably be expected to prevent or materially delay or materially impair such Stockholder’s ability to timely perform its obligations or the consummation by the Shareholdersuch Stockholder of the transactions contemplated by this Agreement or otherwise adversely impact the Shareholder’s ability to perform its obligations hereunder in any material respect.Agreement.

Absence of Litigation. As of the date hereof, there is no Proceeding pending against, or, to the knowledge of the Shareholder,Buyer, threatened in writing against such ShareholderBuyer, any of its subsidiaries or any of such Shareholder’Buyer’s or its subsidiaries’ properties or assets (including the Subject Shares), nor, to the 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,that would reasonably be expected to prevent or materially delay the consummation by the ShareholderBuyer of the transactions contemplated by this Agreement or otherwise adversely impact the Shareholder’Buyer’s ability to perform its obligations hereunder in any material respect.

As of the date hereof,time of execution of this Agreement, there is no Legal Proceeding pending against, or, to the knowledge of the Shareholder, threatened in writing against such Shareholder or any of such Shareholder’s properties or assets (including the Subject Shares), nor, to the knowledge of such Shareholder, is therethreatened against such Shareholder at law or equity before or by 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,that could reasonably be expected to preventimpair or materially delay the consummationperformance by thesuch Shareholder of the transactions contemplated byits obligations under this Agreement or otherwise adversely impact the Shareholder’such Shareholder’s ability to perform its obligations hereunder in any material respect.hereunder.

Absence ofNo Litigation. As of the date hereof,Other than disclosed at [Section 3.(k)] herein, there is no Proceedingaction, suit, proceeding at law or in equity, arbitration or administrative or other proceeding by or before any court or any other governmental authority pending against, or, to the knowledge of Seller, threatened against Seller, the Shareholder, threatened in writing against such ShareholderShares or any of such Shareholder’Seller’s other properties or assets (including the Subject Shares), nor, to the 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,that could reasonably be expectedanticipated to prevent or materially delay the consummation by the Shareholder ofhave any effect on the transactions contemplated by this AgreementAgreement, and Seller has no knowledge or otherwise adversely impact the Shareholder’s abilityany facts or circumstances that could reasonably be anticipated to perform its obligations hereunder ingive rise to any material respect.such proceeding.

Absence of Litigation. As of the date hereof, there isThere are no ProceedingProceedings pending against, or, to the knowledge of the Shareholder, threatened in writingPurchaser, threatened, against such Shareholderthe Purchaser or any of such Shareholder’s propertiesits Affiliates seeking to prevent, hinder, modify or assets (including the Subject Shares), nor, to the 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 hereby or by this Agreement or otherwise adversely impact the Shareholder’s ability to perform its obligations hereunder in any material respect.other Transactional Agreements.

AbsenceSection # Litigation. There is no Action pending or threatened against the Seller or any of Litigation. Asits officers or directors in each case that # relates to the Seller, its assets or its business, including without limitation, the Shares, or # as of the date hereof, there is no Proceeding pending against, or,seeks, or could reasonably be expected, to prohibit or restrain the knowledgeability of the Shareholder, threatened in writing against such ShareholderSeller to enter into this Agreement or any of such Shareholder’s properties or assets (including the Subject Shares), nor, to the knowledge of such Shareholder, is theretimely consummate 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 by this Agreementhereby, and there is no reasonable basis for any such Action. There are no judgments, decrees, agreements, memoranda of understanding or otherwise adversely impactorders of any Governmental Authority outstanding against the Shareholder’s ability to perform its obligations hereunder in any material respect.Seller.

Absence of Litigation. As of the date hereof, there isNo Proceedings. There are no Proceeding pending against,claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Shareholder, threatened against the Shareholder that, individually or in writing against such Shareholder or any of such Shareholder’the aggregate, could reasonably be expected to have an adverse effect on the Shareholder’s properties or assets (including the Subject Shares), nor,ability to the knowledge of such Shareholder, is there any investigation of a Governmental Authority pending or threatened in writing with respect to the Shareholder, and theperform its obligations hereunder. The Shareholder is not subject to any outstanding judgment, order, writ, injunction or decree,decree that, in each case, would, individually or in the aggregate, could reasonably be expected to prevent or materially delayhave an adverse effect on the consummation by the Shareholder of the transactions contemplated by this Agreement or otherwise adversely impact the Shareholder’Shareholder’s ability to perform its obligations hereunder in any material respect.hereunder.