Common use of Litigation; Proceedings Clause in Contracts

Litigation; Proceedings. Except as specified in Schedule 2.1(g) or as specifically disclosed in the Disclosure Materials (as hereinafter defined), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (Federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

Litigation; Proceedings. Except as specified in specifically set forth on ----------------------- Schedule 2.1(g) or as specifically disclosed in the Disclosure Materials (as hereinafter defined), there is no action, suit, notice of violation, proceeding or --------------- investigation pending or, to the best knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties or assets before or by any court, governmental or administrative agency or regulatory authority (Federalfederal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of this Agreement or the Transaction Documents or the Securities or (ii) couldcould reasonably be expected to, individually or in the aggregate, have or result in a Material Adverse Effect.

Litigation; Proceedings. Except as specified disclosed in Schedule 2.1(g) or as specifically disclosed in the Disclosure Materials (as hereinafter defined)hereof, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (Federalfederal, state, county, local or foreign) (collectively, an "ACTION") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

Litigation; Proceedings. Except as specified in Schedule 2.1(g) or as specifically disclosed in the ----------------------- Disclosure Materials (as hereinafter defined) or in Schedule 2(g), there is no ------------- action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (Federalfederal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents Document or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

Litigation; Proceedings. Except as specified in Schedule 2.1(g) or as specifically disclosed dis-closed in the Disclosure Materials (as hereinafter defined) or in Schedule 2(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental governmen-tal or administrative agency or regulatory authority (Federalfederal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents Document or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

Litigation; Proceedings. Except as specified in Schedule 2.1(g) or as specifically disclosed in the Disclosure Materials (as hereinafter defined) or in Schedule 2.1(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (Federalfederal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

Litigation; Proceedings. Except as specified in Schedule 2.1(g) or as specifically disclosed in the Disclosure Materials (----------------------- SEC Documents and as hereinafter definedset forth in Schedule 2.1(g), there is no action, suit, --------------- notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (Federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

Litigation; Proceedings. Except as specified set forth in Schedule 2.1(g) or as specifically disclosed in the Disclosure Materials (as hereinafter defined), there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (Federalfederal, state, county, local or foreign) (collectively, an "Action") which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

Litigation; Proceedings. Except as specified in Schedule 2.1(g) or as specifically disclosed in the Disclosure Materials (as hereinafter defined) or in Schedule 2(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (Federalfederal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents Document or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

Litigation; Proceedings. Except as specified specifically set forth in Schedule 2.1(g) or as specifically disclosed in the Disclosure Materials (as hereinafter defined), ) there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (Federalfederal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities Preferred Stock or (ii) couldcould reasonably be expected to, individually or in the aggregate, have or result in a Material Adverse Effect.. (h)

Litigation; Proceedings. Except as specified in Schedule 2.1(g) or as specifically disclosed in the Disclosure Materials (as hereinafter defined) or in Schedule 2.1(g), there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (Federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities Convertible Notes, Warrants, or Underlying Shares (collectively the "Securities") or (ii) couldcould not, individually or in the aggregate, have or result in a Material Adverse Effect.

Litigation; Proceedings. Except as specified in Schedule 2.1(g) or as specifically disclosed in the Disclosure Materials (as hereinafter defined)) or as otherwise disclosed on Schedule 3(g) attached hereto, there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (Federalfederal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents Document or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.. (h)

Litigation; Proceedings. Except as specified in Schedule 2.1(g) or as specifically disclosed in the Disclosure Materials (as hereinafter defined)) or in a writing to Purchaser, there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (Federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) couldcould not, individually or in the aggregate, have or result in a Material Adverse Effect.