Common use of Absence of Litigation Clause in Contracts

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his his, her or her its affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his his, her or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her its affiliates before or by any Governmental Authority governmental authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder under this Agreement or to consummate the transactions contemplated herebyby this Agreement on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder Stockholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder Stockholder to perform his or her obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. There As of the date hereof, there is no action, suit, action, investigation or proceeding pending against, or, to the knowledge of the Shareholder, threatened against or affecting affecting, the Shareholder or any of his properties or her affiliates before or by any Governmental Authority assets (including the Shares) that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There As of the date hereof, there is no action, claim, suit, actionproceeding or investigation before or by any Governmental Authority or arbitrator or any judgment, investigation order, legal requirement or proceeding injunction pending or, to the knowledge of the such Shareholder, threatened against or affecting the such Shareholder or any of his or her affiliates before or by any Governmental Authority that could would reasonably be expected to materially impair have a material adverse effect on the ability of the such Shareholder to perform his or her such Shareholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no action, suit, action, investigation or proceeding pending against, or, to the knowledge of the Shareholder, threatened against or affecting the otherwise affecting, Shareholder or any of his or her affiliates before properties or by any Governmental Authority assets (including the Subject Shares) that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding Action pending or, to the knowledge of the Shareholder, threatened against by, against, or involving or affecting any of the Shareholder or and/or any of his or her affiliates its respective Affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There With respect to any Shareholder, as of the date hereof, there is no action, suit, action, investigation or proceeding pending against, or, to the knowledge of the such Shareholder, threatened against or affecting the affecting, such Shareholder or any of its or his properties or her affiliates before or by any Governmental Authority assets (including such Shareholder’s Shares) that could reasonably be expected to materially impair the ability of the such Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There As of the date hereof, there is no suit, action, investigation or proceeding pending or, to the knowledge of the such Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform its, his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no action, suit, action, investigation or proceeding pending against or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority Entity that could would reasonably be expected to materially impair the Shareholder’s ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. There is no suit, action, investigation or proceeding Legal Proceeding pending or, to the knowledge of the such Shareholder, threatened against by, against, involving or affecting the such Shareholder or any of his or her affiliates before or by any Governmental Authority the Covered Shares that could would reasonably be expected to materially impair the ability of the such Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his his, her or her its affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his his, her or her its obligations hereunder or to consummate the transactions contemplated herebyon a timely basis.

Absence of Litigation. There is no suitclaim, action, proceeding, or investigation or proceeding pending or, to the knowledge of the ShareholderBuyer, threatened against any of Buyer or affecting the Shareholder Acquisition Sub or any of his their respective properties or her affiliates assets at law or in equity, and there are no Orders before any arbitrator or by any Governmental Authority Authority, in each case, that could reasonably be expected to would prevent or materially impair delay the ability consummation of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. There is no suit, action, investigation or proceeding legal action pending against or, to the knowledge of the such Shareholder, threatened against or affecting the such Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to would materially impair or materially adversely affect the ability of the such Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. There is no suitAction pending against, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the affecting, Shareholder or any of his its properties or her affiliates before assets (including the Subject Shares) at law or by any Governmental Authority in equity that could would reasonably be expected to materially impair or delay the ability of the Shareholder to perform his or her Shareholder's obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder or any of his or her affiliates Stockholder before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder Stockholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her Shareholder’s affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her Shareholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suitlegal or administrative proceedings, actionclaims, investigation suits or proceeding actions pending or, to the knowledge of the Shareholdersuch Stockholder, threatened against or affecting the Shareholder such Stockholder or any of his or her affiliates its Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder such Stockholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There With respect to the Shareholder, as of the date hereof, there is no action, suit, action, investigation or proceeding pending against, or, to the knowledge of the Shareholder, threatened against or affecting against, the Shareholder or any of his the Shareholder’s properties or her affiliates before or by any Governmental Authority assets (including the Shareholder’s Subject Shares) that could reasonably be expected to materially prevent, delay or impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her its affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. There As of the date hereof, there is no action, suit, action, investigation or proceeding pending against or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her its affiliates before or by any Governmental Authority Entity or arbitrator that could would reasonably be expected to materially impair the Shareholder’s ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. There As of the date hereof, there is no suit, action, investigation (in the case of investigations, to the knowledge of the Shareholder) or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her its affiliates before or by any Governmental Authority Entity that could would reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder or any of his or her affiliates Stockholder before or by any Governmental Authority Entity that could reasonably be expected to prevent, materially delay or impair the ability of the Shareholder Stockholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder Stockholder or any of his or her affiliates Stockholder’s Affiliates before or by any Governmental Authority that could reasonably be ​ expected to materially impair the ability of the Shareholder Stockholder to perform his or her Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her its affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder under this Agreement or to consummate the transactions contemplated herebyby this Agreement on a timely basis.

Absence of Litigation. There is no action, suit, action, investigation or proceeding pending against or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder Stockholder or any of his or her affiliates Affiliates before or by any Governmental Authority or arbitrator that could reasonably be expected to materially impair the ability of the Shareholder Stockholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyon a timely basis.

Absence of Litigation. There is no suitthreatened, actionlegal, investigation administrative, arbitral or proceeding other proceedings, claims or actions (“Proceedings”) pending against, or, to the knowledge of the Shareholdersuch Company Stockholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority affecting, Company Stockholder that could reasonably be expected to would materially impair adversely affect the ability of the Shareholder such Company Stockholder to perform his or her Company Stockholder’s obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. There As of the date hereof, there is no suit, action, investigation or proceeding pending or, to the knowledge of the such Shareholder, threatened against or affecting the such Shareholder or any of his or her affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the such Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There With respect to Shareholder, as of the date hereof, there is no action, suit, actionclaim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the knowledge of the Shareholder, threatened in writing against or affecting the Shareholder or any of his Shareholder’s properties or her affiliates assets (including the Subject Shares) before or by any Governmental Relevant Authority that could would reasonably be expected to prevent or delay or materially impair the ability consummation by Shareholder of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyby this Agreement or otherwise impair Shareholder’s ability to perform its obligations hereunder.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates Shareholder’s Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her Shareholder’s obligations hereunder or to consummate the transactions contemplated hereby.hereby on a timely basis. ​ ​

Absence of Litigation. There As of the date hereof, there is no suit, action, investigation or proceeding pending or, to the knowledge of the such Shareholder, threatened against or affecting the such Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially would impair the ability of the such Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, claim, investigation or proceeding pending or, to the knowledge of the Shareholdersuch Stockholder, threatened against or affecting the Shareholder such Stockholder or any of his or her affiliates its Affiliates before or by any Governmental Authority Entity that could would reasonably be expected to materially impair the ability of the Shareholder such Stockholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no action, suit, action, investigation or proceeding pending against or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder Stockholder or any of his or her affiliates its Affiliates before or by any Governmental Authority or arbitrator that could reasonably be expected to materially impair the ability of the Shareholder Stockholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyon a timely basis.

Absence of Litigation. There As of the date hereof, there is no suit, action, investigation or proceeding pending or, to the knowledge of the such Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform its, his or her obligations hereunder or to consummate the transactions contemplated hereby.hereby on a timely basis. d.

Absence of Litigation. There is are no suitsuits, actionactions or proceedings pending, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates its Affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder or any of his or her affiliates Stockholder before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder Stockholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her its affiliates before or by any Governmental Authority governmental authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder under this Agreement or to consummate the transactions contemplated hereby.by this Agreement on a timely basis. Section 2.5

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates its Affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There As of the date hereof, there is no action, suit, action, investigation or proceeding pending against, or, to the knowledge of the such Supporting Shareholder, threatened against or affecting the affecting, such Supporting Shareholder or any of his its properties or her affiliates before assets (including the Shares) that has materially impaired or by any Governmental Authority that could would reasonably be expected to materially impair the ability of the such Supporting Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. There is no action, suit, actionproceeding or, to the Shareholder’s actual knowledge, investigation (whether judicial, arbitral, administrative or proceeding other) (each an “Action”) pending against, or, to the knowledge of the Shareholder, threatened against or affecting affecting, the Shareholder or any of his or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair or materially adversely affect the ability of the Shareholder to perform his or her the Shareholder’s obligations hereunder or to consummate the transactions contemplated herebyhereunder.

Absence of Litigation. There is no suit, action, investigation suit or proceeding pending or, to the knowledge of the Shareholder’s knowledge, threatened against or affecting the Shareholder or the Shareholder’s property before any court, arbitrator or governmental body, agency or official which in any manner involves the Shares or which draws into question the validity of his this Agreement or her affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebysuch Shares.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her its affiliates before or by any Governmental Authority governmental authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder Stockholder or any of his or her affiliates Stockholder’s Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder Stockholder to perform his or her Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.hereby on a timely basis. ​

Absence of Litigation. There With respect to Shareholder, as of the date hereof, there is no action, suit, actionclaim, proceeding, charge, arbitration or investigation or proceeding pending against, or, to the actual knowledge of the Shareholder, threatened in writing against or affecting the Shareholder or any of his Shareholder’s properties or her affiliates assets (including the Subject Shares) before or by any Governmental Relevant Authority that could would reasonably be expected to prevent or materially delay or impair the ability consummation by Shareholder of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyby this Agreement or otherwise materially impair Shareholder’s ability to perform its obligations hereunder.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her Shareholder’s affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her Shareholder’s obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates Shareholder’s Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her Shareholder’s obligations hereunder or to consummate the transactions contemplated hereby.hereby on a timely basis. ​

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her its affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder under this Agreement or to consummate the transactions contemplated herebyby this Agreement on a timely basis.

Absence of Litigation. There As of the date hereof, there is no suit, action, investigation (in the case of investigations, to the knowledge of such Shareholder) or proceeding pending or, to the knowledge of the such Shareholder, threatened against or affecting the such Shareholder or any of his his, her or her its affiliates before or by any Governmental Authority that could would reasonably be expected to materially impair the ability of the such Shareholder to perform his his, her or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderInvestor, threatened against or affecting the Shareholder Investor or any of his or her its affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder Investor to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyon a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates Affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder or any of his or her affiliates Stockholder before or by any Governmental Authority Entity that could reasonably be expected materially to materially impair the ability of the Shareholder Stockholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There With respect to the Shareholder, as of the date hereof, there is no action, suit, action, investigation or proceeding pending against, or, to the knowledge of the Shareholder, threatened against or affecting against, the Shareholder or any of his the Shareholder’s properties or her affiliates before or by any Governmental Authority assets (including the Subject Shares) that could reasonably be expected to materially prevent, delay or impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his his, her or her affiliates its Affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his his, her or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Preferred Shareholder, threatened against or affecting the Preferred Shareholder or any of his or her the Trust’s affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Preferred Shareholder to perform his or her the Trust’s obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There As of the date hereof, there is no action, suit, action, investigation or proceeding pending against, or, to the knowledge of the Shareholder, threatened against or affecting the affecting, Shareholder or any of his its properties or her affiliates before or by any Governmental Authority assets (including the Subject Shares) that could would reasonably be expected to materially impair the ability of the Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated hereby.

Absence of Litigation. There As of the date hereof, there is no suit, action, investigation (in the case of investigations, to the knowledge of such Shareholder) or proceeding pending or, to the knowledge of the such Shareholder, threatened against or affecting the such Shareholder or any of his his, her or her its affiliates before or by any Governmental Authority Entity that could would reasonably be expected to materially impair the ability of the such Shareholder to perform his his, her or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, ------------------------- investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his his, her or her its affiliates before or by any Governmental Authority that could reasonably be expected to materially impair the ability of the Shareholder to perform his his, her or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There As of the date hereof, there is no action, suit, action, investigation or proceeding pending against, or, to the knowledge of the Shareholder, threatened against or affecting otherwise affecting, the Shareholder or any of its or his properties or her affiliates before or by any Governmental Authority assets (including the Subject Shares) that could reasonably be expected to materially impair in any material respect the ability of the Shareholder to perform its or his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the ShareholderStockholder, threatened against or affecting the Shareholder Stockholder or any of his or her affiliates its Affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder Stockholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suit, action, investigation or proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of his or her affiliates Affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the Shareholder to perform his or her obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis.

Absence of Litigation. There is no suitclaim, action, proceeding or investigation or proceeding pending or, to the knowledge of the any Shareholder, threatened against or affecting the any Shareholder or any of his or her affiliates their respective Affiliates before or by any Governmental Authority Entity that could reasonably be expected to materially impair the ability of the any Shareholder to perform his or her its obligations hereunder or to consummate the transactions contemplated herebyon a timely basis.