Common use of Legal Proceedings Clause in Contracts

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action of any nature pending or, to Buyer’s knowledge, threatened against or by Buyer that challenges or any Affiliate of Buyer that challenge or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s 's knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action of any nature pending or, to Buyer’s 's knowledge, threatened against or by Buyer that challenges or any Affiliate of Buyer that challenge or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledgeKnowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action of any nature pending or, to Buyer’s knowledge, threatened against or by Buyer that challenges or any Affiliate of Buyer that challenge or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred occurred, or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are is no Actions Action pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate affiliate of Buyer that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyerthe Purchaser’s knowledge, threatened against or by Buyer the Purchaser or any Affiliate of Buyer the Purchaser that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Buyer’s knowledge, no event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action pending or, to Buyer’s or Parent’s knowledge, threatened against or by Buyer Buyer, Parent, or any Affiliate of Buyer or Parent that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledgeKnowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action pending or, to Buyer’s 's knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Buyer’s knowledge, no event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to BuyerInvestor’s knowledge, threatened against or by Buyer Investor or any Affiliate of Buyer Investor that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s the Buyer Parties’ knowledge, threatened against or by the Buyer Parties or any Affiliate of the Buyer Parties that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action of any nature pending or, to Buyer’s knowledge, threatened against or by Buyer that challenges or any Affiliate of Buyer that challenge or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Buyer’s knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred occurred, or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action of any nature pending or, to the Buyer’s knowledge, threatened against or by Buyer or any Affiliate of the Buyer that challenge (i) challenges or seek seeks to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this AgreementAgreement or (ii) could result in any material liability to the Buyer. No event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are no Actions pending or, to the Buyer’s knowledge, threatened against or by the Buyer or any Affiliate of the Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action of any nature pending or, to the Knowledge of the Buyer’s knowledge, threatened against or by Buyer or any Affiliate of the Buyer that challenge challenges or seek seeks to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this AgreementAgreement and the Transaction Agreements. No To the Buyer’s knowledge, no event has occurred or circumstances exist circumstance exists that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are is no Actions Action pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate affiliate of Buyer that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are is no Actions Action of any nature pending or, to Buyer’s Buyers’ knowledge, threatened against or by Buyer or any Affiliate of either Buyer that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Buyers’ knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are no Actions pending or, to the Buyer’s knowledge, threatened against or by the Buyer or any Affiliate of the Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are is no Actions Action of any nature pending or, to Buyer’s knowledgePurchaser's Knowledge, threatened against or by Buyer Purchaser that challenges or any Affiliate of Buyer that challenge or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s 's knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No , and no event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledgeknowledge after due inquiry, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer its Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to the Knowledge of Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s Buyers’ knowledge, threatened against or by Buyer Buyers or any Affiliate of Buyer Buyers that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledgethe Buyers’ knowledge after due inquiry, threatened against or by Buyer the Buyers or any Affiliate of Buyer the Buyers that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To the Buyers’ knowledge after due inquiry, no event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No ; and, to Buyer’s Knowledge, no event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementTransactions. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s Sellers’ knowledge, threatened against or by Buyer Sellers or any Affiliate of Buyer Sellers that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyerthe Purchaser’s knowledge, threatened against or by Buyer either the Purchaser or any Affiliate of Buyer the Guarantor that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to the Buyer’s knowledge, threatened against or by the Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action pending or, to BuyerBuyer or Parent’s knowledge, threatened against or by Buyer or Parent, or any Affiliate of Buyer or Parent, that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s either Buyer knowledge, threatened against or by Buyer or any Affiliate of either Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions action pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate affiliate of Buyer that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Actionaction.

Legal Proceedings. There are no third-party Actions pending or, to Buyer’s knowledge, overtly threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No To Buyer’s Knowledge, no event has occurred or circumstances exist that may it reasonably expects to give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to BuyerBuyer Parent’s knowledge, threatened against or by Buyer Parent or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyerthe Purchaser’s knowledge, threatened against or by Buyer the Purchaser or any Affiliate of Buyer the Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s 's actual knowledge, threatened against or by Buyer or any Affiliate of Buyer Parent that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyersuch Seller’s knowledge, threatened against or by Buyer such Seller or any Affiliate of Buyer its Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledgeKnowledge, threatened against or by Buyer or any Affiliate of Buyer its Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreementherein. No To Buyer’s Knowledge, no event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s the Purchasers’ knowledge, threatened against or by Buyer the Purchasers or any Affiliate of Buyer the Purchasers that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to the Buyer’s 's knowledge, threatened against or by the Buyer or any Affiliate of the Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to BuyerAcquiror’s knowledge, threatened against or by Buyer Acquiror or any Affiliate of Buyer Acquiror that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.;

Legal Proceedings. There are no Actions pending or, to the Knowledge of the Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action of any nature pending or, to Buyer’s 's knowledge, threatened against or by Buyer that challenges or any Affiliate of Buyer that challenge or seek seeks to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise materially delay Buyer’s ability to consummate the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to BuyerPurchaser’s knowledge, threatened against or by Buyer or any Affiliate of Buyer Purchaser that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledgethe Knowledge of Buyers, threatened against or by Buyer Buyers or any Affiliate of Buyer Buyers that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action pending or, to BuyerPurchaser’s knowledge, threatened against or by Buyer Purchaser or any Affiliate of Buyer Purchaser that challenge challenges or seek seeks to prevent, enjoin or otherwise delay or prohibit the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to such Buyer’s knowledge, threatened against or by such Buyer or any Affiliate of such Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions action of any nature pending or, to BuyerBUYER’s knowledge, threatened against or by Buyer BUYER that challenges or any Affiliate of Buyer that challenge or seek seeks to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred occurred, or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred Agreement or circumstances exist that may give rise or serve as a basis for any such Actionof the Ancillary Agreements.

Legal Proceedings. There are no Actions pending or, to BuyerInvestor’s knowledge, threatened against or by Buyer Investor or any Affiliate of Buyer Investor that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementContemplated Transactions. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledgethe Buyer Parties’ Knowledge, threatened against or by the Buyer Parties or any Affiliate of Buyer their Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve Agreement and the other agreements entered into as a basis for any such Actioncontemplated hereby.

Legal Proceedings. There are no Actions pending or, to the Knowledge of Buyer’s knowledge, threatened against or by Buyer Buyer, Acquisition Sub or any Affiliate of Buyer or Acquisition Sub that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no material Actions pending or, to the Knowledge of Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementAgreement or any other Transaction Document. No To the Knowledge of Seller, no event has occurred or circumstances exist that may give rise to or serve as a basis for any such material Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or DM3\7875356.18 otherwise delay the transactions contemplated by this Agreement. No To the knowledge of Buyer, no event has occurred or circumstances exist that may that could be reasonably expected give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are no Actions pending or, to Buyerthe Purchaser’s knowledgeor the Parent’s Knowledge, threatened against or by Buyer the Purchaser or any Affiliate of Buyer the Purchaser that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledgesuch Sellers’ Knowledge, threatened against or by Buyer Sellers, the Company or any Affiliate of Buyer either Seller or the Company that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action of any nature pending or, to Buyer’s knowledge, threatened in writing against or by Buyer that challenges or any Affiliate of Buyer that challenge or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No To Buyer’s knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate Affiliates of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist either individually or in the aggregate that may give rise or serve as a basis for any such ActionAction that would have a Material Adverse Effect on Buyer.

Legal Proceedings. ‌ There are no Actions pending or, to Buyer’s the Purchaser's knowledge, threatened against or by Buyer the Purchaser or any Affiliate of Buyer the Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened investigations, actions, suits, claims, arbitrations or other proceedings against or by affecting Buyer or any Affiliate of Buyer its Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Actionaction.

Legal Proceedings. There are no Actions actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to BuyerVendor’s knowledgeKnowledge, threatened against or by Buyer any Vendor or any Affiliate of Buyer any Vendor that concern the Corporation or challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to ACTIVE 55877614v16 prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledgeKnowledge, threatened (a) against or by Buyer Buyer, or any Affiliate of Buyer (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No , and no event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s the Buyers’ knowledge, threatened against or by any Buyer or any Affiliate of Buyer the Buyers that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, or threatened against or by Buyer or any Affiliate of Buyer their Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may reasonably give rise or serve as a basis for any such Action.

Legal Proceedings. There Except as set forth herein, there are no Actions pending or, to Buyer’s Sellers’ knowledge, threatened against or by Buyer Sellers or any Affiliate of Buyer Sellers that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to BuyerPurchaser’s knowledgeor Parent’s Knowledge, threatened against or by Buyer Purchaser or any Affiliate of Buyer Purchaser that challenge or seek to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyereach Owner’s knowledgeKnowledge, threatened against or by Buyer any Owner or any Affiliate of Buyer any Owner that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions Proceedings pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer its affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. No To the Buyer’s knowledge, no event has occurred or circumstances exist that may give rise or serve as a basis for any such ActionProceedings.

Legal Proceedings. There are is no Actions Action of any nature pending or, to Buyer’s knowledge, threatened against or by Buyer that is material to Buyer or any Affiliate of Buyer that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by described in this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s the Buyers’ knowledge, threatened against or by Buyer any of the Buyers or any Affiliate of Buyer any of the Buyers that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or Merger Sub or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s Buyers’ knowledge, threatened against or by either Buyer or any Affiliate of either Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action pending or, to Buyer’s 's knowledge, threatened against or by Buyer or the Company or, any Affiliate of Buyer the Company’s subsidiaries that challenge challenges or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action of any nature pending or, to Buyer’s knowledge's Knowledge, threatened against or by Buyer that challenges or any Affiliate of Buyer that challenge or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are is no Actions Action of any nature pending or, to Buyer’s knowledge, threatened against or by Buyer that challenges or any Affiliate of Buyer that challenge or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.. Section 4.04

Legal Proceedings. There are no Actions pending or, to Buyer’s the Purchaser's knowledge, threatened against or by Buyer the Purchaser or any Affiliate of Buyer the Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a reasonable basis for any such Action.

Legal Proceedings. There are is no Actions Action pending or, to Buyer’s knowledge, threatened against or by Buyer that challenges or any Affiliate of Buyer that challenge or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledgethe knowledge of the Buyers, threatened against or by Buyer any of the Buyers or any Affiliate of Buyer their respective Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to BuyerPurchaser’s knowledge, threatened against or by Buyer Purchaser or any Affiliate of Buyer Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this AgreementAgreement or any of the other Transaction Documents. No To the Knowledge of Purchaser, no event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action of any nature pending or, to Buyerthe Purchaser’s knowledge, threatened against or by Buyer the Purchaser that challenges or any Affiliate of Buyer that challenge or seek seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for for, any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s 's knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.. Section 4.06

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledge, or threatened against or by Buyer Purchaser or any Affiliate of Buyer Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are no Actions pending or, to Buyer’s knowledgeKnowledge, threatened against or by Buyer or any Affiliate of Buyer its Affiliates that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Legal Proceedings. There are is no Actions Action pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge challenges or seek seeks to prevent, enjoin enjoin, or otherwise delay the transactions contemplated by this Agreement, except any Actions that would not, individually or in the aggregate, have a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby on a timely basis. No To Buyer’s knowledge, no event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.