No Proceedings. No legal or governmental action, suit or proceeding shall have been instituted or threatened before any court, 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 this Agreement or the transactions contemplated hereby;

No Proceedings. No legalaction, proceeding or order by any court or governmental action, suitbody or proceedingagency shall have been threatened in writing, asserted, instituted or threatened before any court, administrative agencyentered to restrain 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 preventprohibit the consummationcarrying out of this Agreement or the transactions contemplated hereby;by this Agreement.

NoActions or Proceedings. No legalaction or proceeding by any governmental action, suitauthority or proceedingother person shall have been instituted or threatened beforewhich could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any court, 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 consummationprovision of this Agreement or the consummation of the transactions contemplated hereby; and

NoActions or Proceedings. No legalaction or proceeding by any governmental action, suitauthority or proceedingother person shall have been instituted or threatened beforewhich could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any court, 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 consummationprovision of this Agreement or the consummation of the transactions contemplated hereby;hereby.

No Proceedings. No legal or governmentalno action, suitsuit, or proceeding shall have been institutedbe pending or threatened before any court,court or quasi-judicial or administrative agency of any federal, state, local, or tribunal, nor shallnon-U.S. jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, judgmentdecree, ruling, or decree have been issued or proposed to be issued by any court, administrative agency or tribunal to set aside, restrain, enjoin orcharge would # prevent the consummation of this Agreement orany of the transactions contemplated hereby;by this Agreement; or # cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);

No Proceedings.Injunction. No legalcourt or governmental action, suit or proceedingother Governmental Authority shall have been institutedissued an order, injunction, decree or judgment, and there shall be no Action threatened in writing by any Governmental Authority or pending before any court, administrative agencya court or tribunal, norother Governmental Authority, restraining, enjoining, materially delaying or otherwise prohibiting consummation of the Transactions. No court or other Governmental Authority shall any order, judgmenthave promulgated, entered or decree have been issuedissued, or proposeddetermined to be issued byapplicable to this Agreement, any court, administrative agency or tribunal to set aside, restrain, enjoin or preventapplicable Law making the consummation of this Agreement or the transactions contemplated hereby;Transactions illegal, and no proceeding with respect to the application of any such applicable Law shall be pending.

No Proceedings. No legalpreliminary or governmental action, suitpermanent injunction or proceedingother order shall have been institutedissued by any court or threatened beforecompetent jurisdiction, whether federal, state or foreign, or by any court, administrative agencygovernmental or tribunal,regulatory body whether federal, state or foreign, nor shall any order, judgmentstatute, rule, regulation or decree have been issuedexecutive order be promulgated or proposed to be issuedenacted by any court, administrative agencygovernmental authority, whether federal, state or tribunal to set aside, restrain, enjoin or preventforeign, which prevents the consummation of this Agreement or the transactions contemplated hereby;in this Agreement.

No Proceedings. No legalpreliminary or governmental action, suitpermanent injunction or proceedingother order shall have been institutedissued by any court of competent jurisdiction, whether federal, state or threatened beforeforeign, or by any court, administrative agencygovernmental or tribunal,regulatory body, whether federal, state or foreign, nor shall any order, judgmentstatute, rule, regulation or decree have been issuedexecutive order be promulgated or proposed to be issuedenacted by any court, administrative agencygovernmental authority, whether federal, state or tribunal to set aside, restrain, enjoin or preventforeign, which prevents the consummation of this Agreement or the transactions contemplated hereby;in this Agreement.

No Proceedings. No legallitigation, statute, rule, regulation, executive order, decree, ruling or governmental action, suit or proceedinginjunction shall have been institutedenacted, entered, promulgated or threatened beforeendorsed by or in any court, administrative agencycourt or tribunal, nor shallgovernmental authority of competent jurisdiction or 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 preventself-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of this Agreement orany of the transactions contemplated hereby;by this Agreement.

No Proceedings. Nono legal or governmentalregulatory action, suitorder, judgment, decree or proceeding shall have been institutedentered or be pending or threatened before any court, administrative agency or tribunal, nor shall any order, judgment or decree have been issued or proposed to be issued by any court, administrative agencyPerson, regulatory body or tribunalany court to set aside, restrain, enjoinenjoin, restrict or prevent the consummation of this Agreement orprohibit the transactions contemplated hereby;hereby.