Common use of Absence of Litigation Clause in Contracts

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Shares or any of the Company’s officers Subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company Company, the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company Company, the Common Stock or any of the Company’s 's or its Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company or any of the Company’s its Subsidiaries, or their officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would (i) have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company or any of the Company’s its Subsidiaries, or their officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities capacity as such, that could have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Securities or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Ordinary Shares or any of the Company’s officers Subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company that could, individually or any of in the Company’s officers or directorsaggregate, whether of have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There Except as disclosed in the Company’s Public Reports, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Shares or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries, the Common Stock or any of the Company’s subsidiaries or any of the Company’s or its subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, except as set forth in Schedule 3(t).

Absence of Litigation. There is no action, suit, proceeding, inquiry inquiry, or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, or threatened in writing against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or the Common Stock, wherein an unfavorable decision, ruling or finding would (i) adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of the Company’s officers documents contemplated herein, or directors, whether of (ii) have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Exchange Securities or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the SEC, the ASX, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries or affiliates, the Securities or any of the Company’s or its subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchwhich, if adversely determined, would have a material adverse effect on the Company’s business or financial condition.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation that is material, individually or in the aggregate, before or by by, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.. (k)

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company Company, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company's or the Company's Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, except as set forth in Schedule 3(h).

Absence of Litigation. There is no material action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s Subsidiaries, any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil directors or criminal nature or otherwise, in their capacities as suchthe transactions contemplated by the Transaction Documents.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization board or body pending or, to the knowledge of the Company, threatened against or affecting Company, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the business or financial condition of Company or the transactions contemplated by this Agreement or any of the Company’s officers documents contemplated hereby or directorswhich would adversely affect the validity or enforceability of, whether or the authority or ability of a civil Company to perform its obligations under, this Agreement or criminal nature or otherwise, in their capacities as suchany of such other documents.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil material adverse effect on the Company or criminal nature or otherwise, in their capacities as suchits operations.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers 's subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would (i) have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries, the Common Stock or any of the Company’s 's subsidiaries or any of the Company's or its subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory selfregulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Securities or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its subsidiaries, threatened against or affecting the Company or any of the Company’s its subsidiaries, or their officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities capacity as such, that could have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchrelating to the issuance of the Securities.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Companyexecutive officers of Company or any of its Subsidiaries, threatened against or affecting the Company Company, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company's or the Company's Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s 's officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge Knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchotherwise that if adversely determined would reasonably be expected to have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There As of the date hereof, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company's or its Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There To the knowledge of the Company, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock, the Securities or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation Action before or by any court, public board, government agency, self-regulatory organization or body pending Governmental Authority or, to the knowledge Knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no claim, action, suit, proceedingarbitration, inquiry investigation or investigation before other proceeding pending against, or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting affecting, the Company or any of its properties or, to the knowledge of the Company’s , any of its respective officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchdirectors before any Governmental Entity.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company's knowledge, threatened against threatened, by or affecting before any court or public or governmental authority which, if determined adversely to the Company or any of the Company’s officers or directorsits subsidiaries, whether of would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending proceeding or, to the knowledge of the Company’s knowledge, threatened against or affecting the Company or any of investigation, pending, or, to the Company’s officers knowledge, threatened by or directorsbefore any governmental body against the Company and in which an unfavorable outcome, whether ruling or finding in any said matter, or for all matters taken as a whole, might have a material adverse effect on the Company. The foregoing includes, without limitation, any such action, suit, proceeding or investigation that questions this Agreement or the right of a civil or criminal nature or otherwisethe Company to execute, in their capacities as suchdeliver and perform under same.

Absence of Litigation. There is no claim, action, suit, proceedingarbitration, inquiry investigation or investigation before other proceeding pending against, or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting affecting, the Company Company, any Subsidiary or any of their respective properties or, to the knowledge of the Company’s , any of their respective officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchdirectors before any Governmental Entity.

Absence of Litigation. There Except as disclosed in the Financial Statements or the Disclosure Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s its respective directors or officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchsuch wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect.

Absence of Litigation. There is are no actionclaims, suitactions, proceeding, inquiry suits or investigation before or by any court, public board, government agency, self-regulatory organization or body --------------------- proceedings pending or, to the knowledge Knowledge of the Company, threatened (or, to the Knowledge of the Company, any governmental or regulatory investigation pending or threatened) against or affecting the Company or any properties or rights of the Company’s officers , before any court, arbitrator or directorsadministrative, whether of a civil governmental or criminal nature regulatory authority or otherwisebody, in their capacities as suchdomestic or foreign.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s its officers or directorsdirectors acting as such that could, whether of individually or in the aggregate, have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock, or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its subsidiaries, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchits subsidiaries.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that could, individually or in the Company’s officers or directorsaggregate, whether of have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation by any person or entity or before any Governmental Entity or by any court, public board, government agency, self-regulatory organization the SEC or body FINRA involving the Company pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s its Subsidiaries or their respective officers or directors, whether of directors which individually or in the aggregate has or would reasonably be expected to have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no civil, criminal, administrative suit, claim, action, suithearing, proceedingproceeding or, inquiry or investigation before or by any courtto the knowledge of the Company, public boardinvestigation, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or its subsidiaries, or any of the Company’s officers their respective properties or directorsassets at law or in equity, whether of a civil and there are no Orders, before any arbitrator or criminal nature or otherwiseGovernmental Authority, in their capacities each case as suchwould have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Companytheir knowledge, threatened against or affecting Parent, the Company Issuers or any of the Company’s their Subsidiaries, or any of their officers or directorsdirectors in their capacities as such, whether of a civil or criminal nature or of otherwise, in their capacities as suchwhich, if adversely determined, could have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the securities or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation Action before or by any court, public board, government agency, self-regulatory organization or body Governmental Authority pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, actually threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers or directors, whether of a civil directors or criminal nature 5% or otherwise, greater stockholders in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which, in each case, would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by FINRA, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body body, or arbitrator pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or the Parent, threatened against or affecting the Company or any of the Company’s officers or directorsParent, whether of which could reasonably be expected to have a civil or criminal nature or otherwise, in their capacities as suchmaterial adverse effect.

Absence of Litigation. There is no material action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge Knowledge of the Company, threatened in writing against or affecting the Company or Company, the Common Shares, any of the Company’s officers or directors, whether of a civil directors or criminal nature or otherwise, in their capacities as suchthe transactions contemplated by the Transaction Documents.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, or threatened against or affecting the Company Company, the Common Stock, the Original Note, the New Note, the Warrant or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, other than what is disclosed in the Company’s public filings.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its subsidiaries, threatened against or affecting the Company or any of the Company’s its subsidiaries, or their officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities capacity as such, that could have a material adverse effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the or any of the Company’s 's officers or directors, whether of a civil or criminal nature or otherwise, except as set forth in their capacities as suchSchedule 3(p).

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company (or any officer or director of the Company), threatened against or affecting the Company or any of its Subsidiaries (or any officer or director of the Company’s officers Company or directors, whether any of its Subsidiaries) that could have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, except as would not have a material adverse effect on the Company’s ability to consummate the transactions contemplated by this Agreement.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyBorrower or any of its Subsidiaries, threatened against or affecting the Company Borrower or any of the Company’s its Subsidiaries, or their officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities capacity as such, that could have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Securities or any of the Company’s officers Subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Series D Shares or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. (a) There is no actionmaterial litigation, suit, claim, action, demand letter, or any judicial, criminal, administrative or regulatory proceeding, inquiry hearing, investigation, or investigation before formal or by any court, public board, government agency, self-informal regulatory organization or body document production request proceeding (an “Action”) pending or, to the knowledge of the Company, threatened against or affecting the Company any Group Company, or any share, security, equity interest, property or asset of the any Group Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchbefore any Governmental Authority.

Absence of Litigation. There is no material action, suit, proceedinginvestigation, inquiry arbitration, or investigation before administrative or by any court, public board, government agency, self-regulatory organization other proceeding pending or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, or any of the Company’s officers its properties or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchassets.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its subsidiaries, threatened against or affecting the Company or any of the Company’s officers or directors, whether of its subsidiaries that is reasonably likely to have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or, to the knowledge of Company’s knowledge, affecting the Company, threatened against or affecting the Company Ordinary Shares or any of the Company’s officers Subsidiaries, wherein an unfavorable decision, ruling or directors, whether of finding would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock, the Exchanging Warrants or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-self- regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company that could, individually or any of in the Company’s officers or directorsaggregate, whether of have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, claim, --------------------- proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s its officers or directorsdirectors acting as such that could, whether of individually or in the aggregate, have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, or threatened against or affecting the Company Company, the Common Stock, the Note, the New Note or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, other than what is disclosed in the Company’s public filings.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its subsidiaries, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers 's subsidiaries which, individually or directorsin the aggregate, whether not material to the financial condition or operating results of a civil or criminal nature or otherwise, in their capacities as suchthe Company.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, or any of the Company’s its business, properties or assets or its officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities capacity as such, that would have a Material Adverse Effect.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory self­regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Securities or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge Knowledge of the Company, threatened against or affecting the Company or any of the Company’s its officers or directorsdirectors acting as such that could, whether of individually or in the aggregate, have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.

Absence of Litigation. There is are no actionactions, suitsuits or proceedings with pending or threatened against the Company, proceedingat law or in equity, inquiry or investigation before or by any courtfederal, public state, municipal, foreign or other governmental department, commission, board, government agencybureau, self-regulatory organization agency or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchinstrumentality.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or its Subsidiaries’ officers or directors, whether directors which is outside of a civil the ordinary course of business or criminal nature individually or otherwise, in their capacities as suchthe aggregate material to the Company.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its subsidiaries, threatened against or affecting the Company Shares or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchright to transfer the Shares.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyCompany or any of its Subsidiaries, threatened against or affecting the Company or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effect.

Absence of Litigation. There is no action, suitsuit or proceeding, proceedingor, to the Company’s knowledge, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, proceeding, inquiry claim, arbitration, or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the CompanyAcquiror's knowledge, threatened by any person, including without limitation any governmental or regulatory agency, against or affecting the Company Acquiror or any of its subsidiaries, or the Company’s officers assets or directorsbusiness of Acquiror or any of its subsidiaries, whether any of which has had or is reasonably likely to have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect on Acquiror.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s 's Subsidiaries or any of the Company's or its Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, or threatened in writing against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchSubsidiary.

Absence of Litigation. There is no action, suit, proceeding, inquiry inquiry, or investigation before or by any court, public board, government agency, self-regulatory organization organization, or other regulatory body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchofficers or directors of the Company.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company Company, the Common Stock or any of the Company’s officers or directors, whether of a civil directors or criminal nature 5% or otherwise, greater stockholders in their capacities as such.

Absence of Litigation. There is no not any action, suit, proceeding, inquiry or investigation (“Litigation”) before or by any court, public board, government agencyGovernmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company’s Knowledge, threatened against or affecting the Company or any of its Subsidiaries. To the Company’s officers Knowledge, no director or directors, whether officer of a civil the Company or criminal nature or otherwise, any of its Subsidiaries has been involved in their capacities as suchsecurities-related Litigation during the past five years.

Absence of Litigation. There is no action, suit, proceeding, inquiry claim, arbitration or investigation before or by any court, public board, government agency, self-regulatory organization or body pending (or, to the knowledge of the Company’s knowledge, threatened currently threatened) against or affecting the Company or any of Company subsidiary, its respective activities or its respective properties before any court or governmental agency. There is no action, suit, proceeding or investigation by the Company’s officers Company or directors, whether of a civil any Company subsidiary currently pending or criminal nature which the Company or otherwise, in their capacities as suchany Company subsidiary intends to initiate.

Absence of Litigation. There is no action, suit, proceeding, inquiry claim, arbitration, or investigation before pending or threatened by any courtperson, public board, government including without limitation any governmental or regulatory agency, self-regulatory organization against the Corporation, any of its direct or body pending orindirect subsidiaries, to or the knowledge assets or business of the Company, threatened against or affecting the Company Corporation or any of its direct or indirect subsidiaries, any of which has or may have a Material Adverse Effect on the Company’s officers Corporation. There is no factual basis known to the Corporation which presents a reasonable potential for any such action, suit, proceeding, claim, arbitration, or directors, whether of a civil or criminal nature or otherwise, in their capacities as suchinvestigation.

Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of which could reasonably be expected to have a civil or criminal nature or otherwise, in their capacities as suchmaterial adverse effect.

Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company's knowledge, threatened against by or affecting before any court or public or governmental authority which, if determined adversely to the Company or any of the Company’s officers or directorsits subsidiaries, whether of would have a civil or criminal nature or otherwise, in their capacities as suchMaterial Adverse Effect.