No Proceedings. There is no litigation, proceeding or investigation pending or, to its knowledge, threatened against it, before any Governmental Authority # asserting the invalidity of this Agreement, # seeking to prevent the consummation of any of the transactions contemplated by this Agreement or # seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect (solely with respect to part # of the definition thereof).

No Proceedings. There is no litigation, proceedingactions, suits, proceedings or investigationgovernmental investigations at law or in equity are pending or,or active (or, to its knowledge, threatened in writing) against it,the Purchaser before any Governmental Authoritygovernmental authority or any arbitrator # asserting the invalidity of this Agreement, # seeking to prevent the consummation of any of the transactions contemplated by this AgreementAgreement, or # seeking any determination or ruling that couldwould reasonably be expected to have a Material Adverse Effect (solely with respect to part #material and adverse effect on the performance by the Purchaser of its obligations under, or the definition thereof).validity or enforceability of, this Agreement.

No Proceedings. There is no litigation, proceedingactions, suits, proceedings or investigationgovernmental investigations at law or in equity are pending or,or active (or, to its knowledge, threatened in writing) against it,[[Organization A:Organization]] before any Governmental Authoritygovernmental authority or any arbitrator # asserting the invalidity of this Agreement, # seeking to prevent the consummation of any of the transactions contemplated by this AgreementAgreement, or # seeking any determination or ruling that couldwould reasonably be expected to have a Material Adverse Effect (solely with respect to part #material and adverse effect on the performance by [[Organization A:Organization]] of its obligations under, or the definition thereof).validity or enforceability of, this Agreement.

No Proceedings.Adverse Proceeding; Title. There is no litigation, adverse proceeding or investigation pending or, to its knowledge,or threatened against it,the Seller, before any Governmental Authoritygovernmental authority # asserting the invalidity of this Agreement, # seeking to prevent the consummation of any of the transactions contemplated by this Agreement or # seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Purchaser. The Seller is not # in violation of any applicable laws that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect (solelymaterial adverse effect on the Purchaser or # subject to or in default with respect to part #any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the definition thereof).aggregate, could reasonably be expected to have a material adverse effect on the Purchaser.

No Proceedings. There is no litigation,No legal or governmental action, suit or proceeding shall have been instituted or investigation pending or, to its knowledge, threatened against it, before any Governmental Authority # asserting the invalidity of this Agreement, # seekingcourt, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin or prevent the consummation of any ofthis Agreement or the transactions contemplated by this Agreement or # seeking any determination or ruling that could reasonably be expected to have a Material Adverse Effect (solely with respect to part # of the definition thereof).hereby;