Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against any Borrower or any Material Subsidiary, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a substantial part of any Borrower’s or any Material Subsidiary’s properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within 60 days after commencement, filing or levy; # any Borrower or any Material Subsidiary admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or # any Borrower or any Material Subsidiary acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its property or business; or

Legal Proceedings. Except as set forth on [Schedule 4.10] of the Disclosure Schedules, there are no actions, suits, claims, investigations or other legal proceedings pending or, to [[Organization A:Organization]]’s Knowledge, threatened against or by [[Organization A:Organization]] relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which, if determined adversely to [[Organization A:Organization]], would result in a Material Adverse Effect.

Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Purchaser's knowledge, threatened against or by Purchaser or any Affiliate of Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Regulatory Proceedings. The Parties shall, and shall cause their Affiliates and each of their respective Representatives to, use reasonable best efforts to cooperate with each other in connection with the prompt withdrawal of any applications to, or termination of proceedings before, any Governmental Entity or under any applicable Law, in each case to the extent applicable and requested by a Party, in connection with the transactions contemplated by the SPA.

No Proceedings. No party to this Amendment may, prior to the date which is two (2) years and one (1) day after the Final Payout Date, institute against, or join any other Person in instituting against, the SPV any proceeding of a type referred to in the definition of Event of Insolvency.

There are no outstanding or pending preceding that has been commenced against or involving [[Organization B:Organization]] or any of its assets and, to the knowledge of [[Organization B:Organization]] and the ​, no matters of the foregoing nature are contemplated or threatened. None of [[Organization B:Organization]] or the ​ have been charged with, and is not threatened with, or under any investigation with respect to, any allegation concerning any violation of any provision of any federal, provincial, local or foreign law, regulation, ordinance, order or administrative ruling, and is not in default with respect to any order, writ, injunction or decree of any Governmental Body.

Legal Proceedings. There is no action, suit, proceeding, claim, arbitration or investigation by any Govemment, Governmental Agency or other Person # pending to which Cahas is a party, # Lhreatened against or relating 10 the Melwood Shares or any of Cahas’s assets or businesses, # challenging Cahas’s right to execute, deliver, perfotm under or consummate the transactions contemplated by this Agreement, or # asserting any right with respect to any of the Metwood Shares, and there is no basis for any such action, suit, proceeding, claim, arbitration or investigation.

Legal Proceedings. Except as set forth on [Schedule 3.01(n)], there are not any proceedings pending or threatened before any court or administrative body involving Seller or the Transferred Assets, nor to Seller's knowledge, is there any basis for any such litigation, claim, inquiry, or proceeding against Seller or the Transferred Assets relating to, without limitation, violation of intellectual property rights, breach of contract, improper professional practice, the employment of labor, wages, hours, collective bargaining, contributions to pension or benefit plans, payment of Social Security taxes, employment discrimination, harassment or hostile work environment.

No Proceedings. There are no actions, suits, investigations or other proceedings pending, or to its knowledge threatened, against the Parent Support Provider or any of its properties, that if adversely determined (individually or in the aggregate), would reasonably be expected to have a Material Adverse Effect.

Insolvency Proceedings. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated ​ that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the ​ or any other Loan Party at a time when such ​ is an Affiliated ​, such Affiliated ​ irrevocably authorizes and empowers the Administrative ​ to vote on behalf of such Affiliated ​ with respect to the Term Loans held by such Affiliated ​ in any manner in the Administrative ​’s sole discretion, unless the Administrative ​ instructs such Affiliated ​ to vote, in which case such Affiliated ​ shall vote with respect to the Term Loans held by it as the Administrative ​ directs; provided that such Affiliated ​ shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative ​) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated ​ in a manner that is less favorable in any material respect to such Affiliated ​ than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the ​. The Lenders and each Affiliated ​ that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this [Section 11.07(j)] and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated ​ constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the ​ or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the ​ or such Restricted Subsidiary, as applicable. Each Affiliated ​ hereby irrevocably appoints the Administrative ​ (such appointment being coupled with an interest) as such Affiliated ​’s attorney-in-fact, with full authority in the place and stead of such Affiliated ​ and in the name of such Affiliated ​ (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated ​ may otherwise have), from time to time in the Administrative ​’s discretion to take any action and to execute any instrument that the Administrative ​ may deem reasonably necessary to vote on behalf of such Affiliated ​ as set forth in this [Section 11.07(j)].